Form Type: 4

SEC EDGAR Link
Accession Number:0001638599-19-000877
Date:2019-09-20
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:

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 2019-09-20 P 68,475 a $40.00 3,383,621 indirect f3,f4,f6,f7
COMMON STOCK 2019-09-20 P 1,494,025 a $40.00 37,470,965 indirect f3,f5,f6,f7
COMMON STOCK 2019-09-20 0 $0.00 102,876 direct
COMMON STOCK 2019-09-20 0 $0.00 102,876 direct
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 deemed execution date 0 ( ) 2013-06-07 common stock 1,569 $0.01 1,569 direct
COMMON STOCK WARRANT (RIGHT TO BUY) 0.01 deemed execution date 0 ( ) 2013-06-07 common stock 1,569 $0.01 1,569 direct
COMMON STOCK WARRANT (RIGHT TO BUY) 0.01 deemed execution date 0 ( ) 2013-06-07 common stock 42,131 $0.01 42,131 indirect see footnotes
COMMON STOCK WARRANT (RIGHT TO BUY) 0.01 deemed execution date 0 ( ) 2013-06-07 common stock 447,138 $0.01 447,138 indirect see footnotes
Footnotes
IDfootnote
f1 common stock ("common stock") of acadia pharmaceuticals inc. (the "issuer") held directly by felix j. baker received from in-kind pro rata distributions without consideration.
f2 common stock held directly by julian c. baker received from the in-kind pro rata distributions without consideration.
f3 667, l.p. ("667") and baker brothers life sciences, l.p. ("life sciences", and together with 667, the "funds") purchased 68,475 and 1,494,025 shares of common stock, respectively, for $40.00 per share in an underwritten public offering (the "offering") that closed on september 20, 2019.
f4 after giving effect to the transaction reported herein and as a result of their ownership interest in (i) baker biotech capital, l.p. and (ii) 667, julian c. baker and felix j. baker each may be deemed to have an indirect pecuniary interest in 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 their interest in 667 and baker biotech capital, l.p.'s right to receive an allocation of a portion of the profits from 667.
f5 after giving effect to the transaction reported herein and as a result of their ownership interest in (i) baker brothers life sciences capital, l.p. and (ii) life sciences, julian c. baker and felix j. baker each may be deemed to have an indirect pecuniary interest in common stock of the issuer 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 their interest in life sciences and baker brothers life sciences capital, l.p.'s right to receive an allocation of a portion of the profits from life sciences.
f6 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 relinquished to the adviser all discretion and authority with respect to the investment and voting power of the securities held by the funds.
f7 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.
f8 represents warrants to purchase common stock at an exercise price of $0.01 per share with no expiration date ("prefunded warrants").
f9 reflects prefunded warrants held directly by julian c. baker received in an in-kind pro rata distribution without consideration.
f10 reflects prefunded warrants held directly by felix j. baker received in an in-kind pro rata distribution without consideration.
f11 as a result of their ownership interest in (i) baker biotech capital, l.p. and (ii) 667, julian c. baker and felix j. baker each may be deemed to have an indirect pecuniary interest in prefunded warrants reported in column 9 of table ii 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 their interest in 667 and baker biotech capital, l.p.'s right to receive an allocation of a portion of the profits from 667.
f12 as a result of their ownership interest in (i) baker brothers life sciences capital, l.p. and (ii) life sciences, julian c. baker and felix j. baker each may be deemed to have an indirect pecuniary interest in prefunded warrants reported in column 9 of table ii 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 their interest in life sciences and baker brothers life sciences capital, l.p.'s right to receive an allocation of a portion of the profits from life sciences.
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