Form Type: 4

SEC EDGAR Link
Acccession Number:0001638599-18-001307
Date:2018-11-30
Issuer: ACADIA PHARMACEUTICALS INC (ACAD)
Original Submission Date:

Reporting Person:

BAKER BROS. ADVISORS LP
860 WASHINGTON STREET
3RD FLOOR NEW YORK, NY 10014

Reporting Person:

14159, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014

Reporting Person:

667, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014

Reporting Person:

BAKER BROS. ADVISORS (GP) LLC
860 WASHINGTON STREET
3RD FLOOR NEW YORK, NY 10014

Reporting Person:

BAKER BROTHERS LIFE SCIENCES LP
860 WASHINGTON STREET
3RD FLOOR NEW YORK, NY 10014

Reporting Person:

BAKER FELIX
860 WASHINGTON STREET
3RD FLOOR NEW YORK, NY 10014

Reporting Person:

BAKER JULIAN
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2018-11-30 J 71,647 a $0.00 71,647 direct
COMMON STOCK 2018-11-30 J 71,647 a $0.00 71,647 direct
COMMON STOCK 2018-11-30 J 489,977 d $0.00 0 indirect f4,f5,f8,f9
COMMON STOCK 2018-11-30 P 585,882 a $17.00 3,736,902 indirect f1,f2,f8,f9
COMMON STOCK 2018-11-30 P 11,178,823 a $17.00 35,976,940 indirect f1,f3,f8,f9
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
COMMON STOCK WARRANT (RIGHT TO BUY) 0.01 2018-11-30 deemed execution date J 1,569 (a) 2013-06-17 2019-12-17 common stock 1,569 $0.01 1,569 direct
COMMON STOCK WARRANT (RIGHT TO BUY) 0.01 2018-11-30 deemed execution date J 1,569 (a) 2013-06-17 2019-12-17 common stock 1,569 $0.01 1,569 direct
COMMON STOCK WARRANT (RIGHT TO BUY) 0.01 2018-11-30 deemed execution date J 10,731 (d) 2013-06-17 2019-12-17 common stock 10,731 $0.01 0 indirect see footnotes
Footnotes
IDfootnote
f1 667, l.p. ("667") and baker brothers life sciences, l.p. ("life sciences") purchased 585,882 and 11,178,823 shares of common stock, respectively, for $17.00 per share in an underwritten public offering (the "offering") that closed on november 30, 2018.
f2 after giving effect to the transactions reported herein and as a result of their ownership interest in baker biotech capital (gp), llc, julian c. baker and felix j. baker each may be deemed to have an indirect pecuniary interest in the issuer's shares of common stock reported in column 5 of table i directly held by 667, a limited partnership of which the sole general partner is baker biotech capital, l.p., a limited partnership of which the sole general partner is baker biotech capital (gp), llc, due to baker biotech capital, l.p.'s right to receive an allocation of a portion of the profits from 667.
f3 after giving effect to the transactions reported herein and as a result of their ownership interest in baker brothers life sciences capital (gp), llc, julian c. baker and felix j. baker each may be deemed to have an indirect pecuniary interest in the issuer's shares of common stock reported in column 5 of table i directly held by life sciences, a limited partnership of which the sole general partner is baker brothers life sciences capital, l.p., a limited partnership of which the sole general partner is baker brothers life sciences capital (gp), llc, due to baker brothers life sciences capital, l.p.'s right to receive an allocation of a portion of the profits from life sciences.
f4 represents 489,977 shares of common stock distributed by 14159, l.p. ("14159", and together with 667 and life sciences (the "funds") as part of an in-kind pro rata distribution without consideration in accordance with pecuniary interest to julian c. baker, felix j. baker and other investors in 14159, l.p.
f5 after giving effect to the transactions reported herein and as a result of their ownership interest in 14159 capital (gp), llc, julian c. baker and felix j. baker may be deemed to have an indirect pecuniary interest in the issuer's common stock reported in column 5 of table i directly held by 14159, a limited partnership of which the sole general partner is 14159 capital, l.p., a limited partnership of which the sole general partner is 14159 capital (gp), llc, due to 14159 capital, l.p.'s right to receive an allocation of a portion of the profits from 14159.
f6 reflects 71,647 shares of common stock held directly by julian c. baker received from the in-kind pro rata distribution without consideration reported above.
f7 reflects 71,647 shares of common stock held directly by felix j. baker received from the in-kind pro rata distribution without consideration reported above.
f8 baker bros. advisors lp (the "adviser") serves as the investment adviser to the funds. in connection with the services provided by the adviser, the adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the funds. baker bros. advisors (gp) llc (the "adviser gp") is the adviser's sole general partner. julian c. baker and felix j. baker are managing members of the adviser gp. the adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the funds. the general partners of the funds have relinquished to the adviser all discretion and authority with respect to the investment and voting power of the securities held by the funds.
f9 julian c. baker, felix j. baker, the adviser gp and the adviser disclaim beneficial ownership of the securities held directly by the funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of julian c. baker, felix j. baker, the adviser gp or the adviser is a beneficial owner of such securities for purposes of section 16 or any other purpose.
f10 represents 10,731 warrants to purchase common stock at an exercise price of $0.01 per share with an expiration date of december 17, 2019 distributed by 14159, l.p. as part of an in-kind pro rata distribution without consideration in accordance with pecuniary interest to julian c. baker, felix j. baker and other investors in 14159, l.p.
f11 pursuant to instruction 4(c)(iii), this response has been left blank.
f12 after giving effect to the transactions reported herein and as a result of their ownership interest in 14159 capital (gp), llc, julian c. baker and felix j. baker may be deemed to have an indirect pecuniary interest in the issuer's securities reported in column 9 of table ii directly held by 14159, a limited partnership of which the sole general partner is 14159 capital, l.p., a limited partnership of which the sole general partner is 14159 capital (gp), llc, due to 14159 capital, l.p.'s right to receive an allocation of a portion of the profits from 14159.
f13 reflects 1,569 warrants to purchase common stock at an exercise price of $0.01 per share with an expiration date of december 17, 2019 held directly by julian c. baker received from the in-kind pro rata distribution without consideration reported above.
f14 reflects 1,569 warrants to purchase common stock at an exercise price of $0.01 per share with an expiration date of december 17, 2019 held directly by felix j. baker received from the in-kind pro rata distribution without consideration reported above.

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