Page 6 of 9 – SEC Filing
Amendment No. 10 to Schedule 13D
This Amendment No. 10 to Schedule 13D amends and
supplements the previously filed Schedules 13D filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros.
Advisors (GP), LLC (the “Adviser GP”), Julian C. Baker and Felix J. Baker (collectively the “Reporting Persons”). Except as supplemented herein, such
statements, as heretofore amended and supplemented, remain in full force and effect.
The Adviser GP is the sole general partner of the Adviser. Pursuant
to management agreements, as amended, among the Adviser, Baker Brothers Life Sciences, L.P. (“Life Sciences”), 14159,
L.P. (“14159”), and 667, L.P. (“667”, and together with Life Sciences and 14159, the “Funds”),
and their respective general partners, the Funds’ respective general partners relinquished to the Adviser all discretion
and authority with respect to the investment and voting power of the securities held by the Funds, and thus the Adviser has complete
and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments.
All capitalized terms contained herein but not otherwise defined
shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall
be deemed incorporated by reference in all other items, as applicable.
| Item 4. | Purpose of the Transaction. |
Item 4 of Schedule 13D is supplemented and amended, as the case
may be, as follows:
On
May 15, 2017, Life Sciences and 14159 waived the exercise limitation (the “Exercise Limitation”) on the warrants
to acquire common stock of ACADIA Pharmaceuticals, Inc. (“the Issuer”) at an exercise price of $1.38 per share with
an expiration date of January 11, 2018 (the “2018 Warrants”).
The Exercise Limitation had limited exercise of the 2018 Warrants to the extent that giving effect to such exercise would not cause
the holders thereof and their affiliates to beneficially own, for purposes of Rule 13d-3 under the Exchange Act, in excess of 9.9%
of the outstanding shares of Common Stock of the Issuer. The waiver of the Exercise Limitation becomes effective 61 days after
May 15, 2017.
The Funds hold securities of the Issuer for investment purposes.
The Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at
varying times depending upon the Reporting Persons’ continuing assessments of pertinent factors, including the availability
of shares of common stock or other securities for purchase at particular price levels, the business prospects of the Issuer, other
business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions
of the board of directors and management of the Issuer, the availability and nature of opportunities to dispose of shares in the
Issuer and other plans and requirements of the particular entities. The Reporting Persons may discuss items of mutual interest
with the Issuer, which could include items in subparagraphs (a) through (j) of Schedule 13D.
Depending upon their assessments of the above factors, the Reporting
Persons or their affiliates may change their present intentions as stated above and they may assess whether to make suggestions
to the management of the Issuer regarding financing, and whether to acquire additional securities of the Issuer, including shares
of common stock (by means of open market purchases, privately negotiated purchases, exercise of some of all of the warrants, exercise
of some or all of the Stock Options, or otherwise) or to dispose of some or all of the securities of the Issuer, including shares
of common stock, under their control.
Except as otherwise disclosed herein, at the present time, the
Reporting Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer
including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
