13D Filing: Baker Bros. Advisors and Acadia Pharmaceuticals Inc (ACAD)

Page 2 of 9 – SEC Filing

CUSIP No.   004225108   Page   2   of   9   Pages
1.

NAMES OF REPORTING PERSONS

Baker Bros. Advisors LP

2.

CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) ¨

3.

SEC USE ONLY

4.

SOURCE OF FUNDS*

OO

5.

CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH

7.

SOLE VOTING POWER:

27,372,236 (1)

8.

SHARED VOTING POWER:

0

9.

SOLE DISPOSITIVE POWER:

27,372,236 (1)

10.

SHARED DISPOSITIVE POWER:

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

27,372,236 (1)

12.

CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

22.1% (1)(2)

14.

TYPE OF REPORTING PERSON*

IA, PN

(1) Includes 20,000 shares of the common stock of Acadia
Pharmaceuticals, Inc. (the “Issuer”) underlying options directly held by Julian C. Baker, a principal of Baker Bros.
Advisors LP (“the Adviser”) and 66,500 shares of the common stock of the Issuer underlying options directly held by
Dr. Stephen R. Biggar, an employee of the Adviser and 1,465,968 shares of common stock issuable upon the exercise of the 2018
Warrants (as defined below).
(2) Based on 122,046,442 shares of the Issuer’s
common stock outstanding as of May 3, 2017, as reported in the Issuer’s Form 10-Q filed with the Securities Exchange Comission
(“SEC”) on May 9, 2017.

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