Form 3 KESSEL MARK For: Aug 26 (10K)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Symphony Capital Partners LP

(Last)

(First)

(Middle)

C/O SYMPHONY CAPITAL PARTNERS, L.P., 875 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/26/2009

3. Issuer Name and Ticker or Trading Symbol
Alexza Pharmaceuticals Inc. [ALXA]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Footnote 2 and Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	6,724,000	D ⁽¹⁾ ⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Warrant (right to buy)	08/26/2009	08/26/2014	Common Stock	3,362,000	$ 2.26	D ⁽²⁾ ⁽³⁾

Explanation of Responses:
1. Includes 6,280,742 shares of common stock directly owned by Symphony Capital Partners, L.P. ("SCP L.P.") and 443,258 shares of common stock directly owned by Symphony Strategic Partners, LLC ("Strategic Partners LLC").
2. Symphony GP, LLC ("SGP LLC") is the general partner of Symphony Capital GP, L.P. ("SC GP L.P."), which is the general partner of SCP L.P. Mark Kessel and Harri V. Taranto are managing members of SGP LLC and Strategic Partners LLC (together with SCP LP and SC GP LP, the "Symphony Entities"). Mr. Kessel, Mr. Taranto and the Symphony Entities are referred to as the "Reporting Persons." In the future, the Reporting Persons intend to exercise their right to appoint one representative to Alexza Pharmaceuticals Inc.'s Board of Directors.
3. Includes one warrant directly owned by SCP L.P. representing the right to purchase 3,140,372 shares of common stock and one warrant directly owned by Strategic Partners LLC representing the right to purchase 221,628 shares of common stock.
Remarks: The�reporting�persons�may�be�deemed�to�be�a�member�of�a�"group"�for�purposes�of�the�Securities�Exchange�Act�of�1934,�as �amended.��The�reporting�persons�disclaim�beneficial�ownership�of�any�securities�deemed�to�be�owned�by�the�group�that�are�not �directly�owned�by�such�reporting�persons.�This�report�shall�not�be�deemed�an�admission�that�any�reporting�person�is�a�member �of�a�group�or�the�beneficial�owner�of�any�securities�not�directly�owned�by�the�reporting�persons.

	/s/ Mark Kessel	09/08/2009
	** Signature of Reporting Person	Date
	/s/ Mark Kessel	09/08/2009
	** Signature of Reporting Person	Date
	/s/ Mark Kessel	09/08/2009
	** Signature of Reporting Person	Date
	/s/ Mark Kessel	09/08/2009
	** Signature of Reporting Person	Date
	/s/ Harri V. Taranto	09/08/2009
	** Signature of Reporting Person	Date
	/s/ Mark Kessel	09/08/2009
	** 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 5(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.

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