Page 7 of 10 – SEC Filing
| Item 4. | Purpose of the Transaction. |
Item 4 of Schedule 13D is supplemented and amended, as the case
may be, as follows:
This Amendment No. 12 is being filed to report the acquisition
of common stock of ACADIA Pharmaceuticals Inc. (the “Issuer”) reported in Item 5(c) that resulted in a more than 1
percent change in beneficial ownership. The disclosure regarding the purchases in Item 5(c) below is incorporated herein by reference.
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 (defined below), 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.
| ITEM 5. | Interest in Securities of the Issuer. |
(a) and (b) Items 7 through 11 and 13 of each of the cover pages
of this Amendment No. 12 are incorporated herein by reference.
Set forth below is the aggregate number of shares of common
stock of the Issuer directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Reporting
Persons, as well as shares of common stock of the Issuer that may be acquired upon exercise of the 2019 Warrants (as defined below)
by the Funds, subject to the limitations on exercise described below.
| Holder | Shares of Common Stock | 2019 Warrants | ||||||
| 667, L.P. | 3,151,020 | 42,131 | ||||||
| Baker Brothers Life Sciences, L.P. | 24,798,117 | 447,138 | ||||||
| 14159, L.P. | 489,977 | 10,731 | ||||||
| Total | 28,439,114 | 500,000 | ||||||
The
warrants to acquire common stock at an exercise price of $0.01 per share with an expiration date of December 17, 2019 (the
“2019 Warrants”) are only exercisable to the extent that after
giving effect to such exercise the holders thereof and their affiliates would beneficially own, for purposes of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no more than 19.99% of the outstanding shares
of common stock of the Issuer (“Beneficial Ownership Limitation”). By written notice to the Issuer, the Funds may from
time to time increase or decrease the Beneficial Ownership Limitation applicable to that Fund to any other percentage not in excess
of 19.99%. Any such change will not be effective until the 65th day after such notice is delivered to the Issuer. As
a result of this restriction, the number of shares that may be issued upon exercise of the 2019 Warrants by the above holders may
change depending upon changes in the outstanding shares of common stock of the Issuer.
