SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* KING THOMAS BRAXTON (Last) (First) (Middle) ALEXZA PHARMACEUTICALS INC. 2091 STIERLIN COURT (Street) MOUNTAIN VIEW CA 94043 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Alexza Pharmaceuticals Inc. [ ALXA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Pres & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 02/22/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$8	02/22/2011		D			272,728	06/23/2004(1)	07/30/2013	Common Stock	272,728	(3)	0	D
Stock Option (right to buy)	$1.23	02/22/2011		A		68,182		(4)	02/22/2016	Common Stock	68,182	(3)	68,182	D
Stock Option (right to buy)	$8	02/22/2011		D			27,122	06/23/2006(1)	12/15/2014	Common Stock	27,122	(3)	0	D
Stock Option (right to buy)	$1.23	02/22/2011		A		6,781		(4)	02/22/2016	Common Stock	6,781	(3)	6,781	D
Stock Option (right to buy)	$7.2	02/22/2011		D			81,000	08/29/2007(1)	08/29/2016	Common Stock	81,000	(3)	0	D
Stock Option (right to buy)	$1.23	02/22/2011		A		20,250		(4)	02/22/2016	Common Stock	20,250	(3)	20,250	D
Stock Option (right to buy)	$7.5	02/22/2011		D			7,378	01/04/2008(1)	01/04/2018	Common Stock	7,378	(3)	0	D
Stock Option (right to buy)	$1.23	02/22/2011		A		1,845		(4)	02/22/2016	Common Stock	1,845	(3)	1,845	D
Stock Option (right to buy)	$4.35	02/22/2011		D			155,000	07/09/2009(2)	07/09/2018	Common Stock	155,000	(3)	0	D
Stock Option (right to buy)	$1.23	02/22/2011		A		77,500		(4)	02/22/2016	Common Stock	77,500	(3)	77,500	D
Stock Option (right to buy)	$2.81	02/22/2011		D			57,877	01/02/2009(1)	01/22/2019	Common Stock	57,877	(3)	0	D
Stock Option (right to buy)	$1.23	02/22/2011		A		38,585		(4)	02/22/2016	Common Stock	38,585	(3)	38,585	D

Explanation of Responses:

1. The option is fully vested.

2. The option provided for vesting equal to 25% of such shares vesting on July 9, 2009 with the remaining 75% of such shares vesting each succeeding monthly anniversary of such date at a rate of 2.0833% of the total shares subject to such option.

3. On February 22, 2011, the Issuer canceled, pursuant to the Issuer's option exchange program, outstanding options for shares of its common stock that were granted to the Reporting Person prior to January 21, 2011 with exercise prices greater than or equal to $2.37 per share that were tendered by the Reporting Person for exchange. In exchange, the Reporting Person received replacement options having an exercise price of $1.23 per share (the "Replacement Options") under the Issuer's 2005 Equity Incentive Plan. The Replacement Options expire five years after the date of grant.

4. 33% of the shares subject to each of the Replacement Options will vest and become exercisable one year after February 22, 2011, the date of grant, and the balance of the shares will vest and become exercisable in a series of 24 successive equal monthly installments thereafter, subject, in each case, to the Reporting Person's continued employment with the Issuer through such vesting dates. Notwithstanding the foregoing, if the Reporting Person's continued employment with the Issuer terminates within three months prior to, or 12 months following, the effective date of a change in control of the Issuer due to (i) an involuntary termination (excluding death or disability) without cause, or (ii) a voluntary termination for good reason, the vesting and exercisability of the shares subject to the applicable stock option will be accelerated in full as of the later of the change in control and such termination date.

	/s/ Brent D. Fassett, Attorney-in-Fact	02/24/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.