Sec Form 3 Filing - Strange Alexander Ramsay @ Zosano Pharma Corp - 2015-01-26

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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 Strange Alexander Ramsay 2. Issuer Name and Ticker or Trading Symbol Zosano Pharma Corp [ ZSAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, Strategy & Corp. Develop. (Last) (First) (Middle) C/O ZOSANO PHARMA CORPORATION, 34970 ARDENTECH COURT 3. Date of Earliest Transaction (MM/DD/YY) 01/26/2015 (Street) FREMONT, CA94555 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Option (right to buy) $ 1.4 ( 1 ) 07/25/2022 Common Stock 6,528 D Employee Stock Option (right to buy) $ 1.4 ( 2 ) 12/11/2022 Common Stock 12,278 D Employee Stock Option (right to buy) $ 1.4 ( 3 ) 02/15/2023 Common Stock 6,193 D Employee Stock Option (right to buy) $ 1.4 ( 4 ) 07/12/2023 Common Stock 2,500 D Employee Stock Option (right to buy) $ 1.28 ( 5 ) 04/15/2024 Common Stock 3,750 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Strange Alexander Ramsay C/O ZOSANO PHARMA CORPORATION 34970 ARDENTECH COURT FREMONT, CA94555 VP, Strategy & Corp. Develop. Signatures /s/ Robert W. Sweet, Jr., Attorney-in-Fact for Alexander R. Strange 01/26/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option became exercisable as to 1,632 shares on July 25, 2013 and thereafter becomes exercisable for the remaining underlying shares in equal monthly installments over three years. ( 2 )The option became exercisable as to 3,069 shares on December 11, 2013 and thereafter becomes exercisable for the remaining underlying shares in equal monthly installments over three years. ( 3 )The option became exercisable as to 1,548 shares on February 15, 2014 and thereafter becomes exercisable for the remaining underlying shares in equal monthly installments over three years. ( 4 )The option became exercisable as to 625 shares on July 12, 2014 and thereafter becomes exercisable for the remaining underlying shares in equal monthly installments over three years. ( 5 )25% of the total shares shall vest on April 15, 2015 and the remainder of the total shares shall vest in equal monthly installments over the next three years.

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).

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