Page 6 of 9 – SEC Filing Amendment No. 9 to Schedule 13D
This Amendment No. 9 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. 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 the amended and restated management agreements, 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 Adviser has complete and unlimited discretion and authority with respect to the Funds’
investments and voting power over investments.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is supplemented and amended, as the case
may be, as follows:
The disclosure regarding the purchases in Item 4 below is incorporated
herein by reference.
Item 4. Purpose of the Transaction.
Item 4 of Schedule 13D is supplemented and amended, as the case
may be, as follows:
On August 9, 2016, ACADIA Pharmaceuticals Inc. (“the Issuer”)
entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Goldman, Sachs
& Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters listed
on Schedule A thereto (the “Underwriters”), related to a public offering (the “Offering”) of 6,060,606
shares of the Issuer’s common stock at a price to the public of $33.00 per share. In addition, the Issuer granted the Underwriters
an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any
underwriting discounts and commissions, up to an additional 909,090 shares of common stock to cover overallotments, if any. The
Offering is expected to close on August 15, 2016.
Pursuant to the Offering, on August 10, 2016, 667 and Life Sciences
purchased 133,153 and 1,169,877 shares of the Issuer’s common stock, respectively, at the offering price of $33.00 per share,
totaling 1,303,030 shares in the aggregate. Each of 667 and Life Sciences purchased the shares of the Issuer’s commons stock
with their working capital.
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.
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Amendment No. 9 to Schedule 13D
This Amendment No. 9 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. 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 the amended and restated management agreements, 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 Adviser has complete and unlimited discretion and authority with respect to the Funds’
investments and voting power over investments.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of Schedule 13D is supplemented and amended, as the case
may be, as follows:
The disclosure regarding the purchases in Item 4 below is incorporated
herein by reference.
| Item 4. | Purpose of the Transaction. |
Item 4 of Schedule 13D is supplemented and amended, as the case
may be, as follows:
On August 9, 2016, ACADIA Pharmaceuticals Inc. (“the Issuer”)
entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Goldman, Sachs
& Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters listed
on Schedule A thereto (the “Underwriters”), related to a public offering (the “Offering”) of 6,060,606
shares of the Issuer’s common stock at a price to the public of $33.00 per share. In addition, the Issuer granted the Underwriters
an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any
underwriting discounts and commissions, up to an additional 909,090 shares of common stock to cover overallotments, if any. The
Offering is expected to close on August 15, 2016.
Pursuant to the Offering, on August 10, 2016, 667 and Life Sciences
purchased 133,153 and 1,169,877 shares of the Issuer’s common stock, respectively, at the offering price of $33.00 per share,
totaling 1,303,030 shares in the aggregate. Each of 667 and Life Sciences purchased the shares of the Issuer’s commons stock
with their working capital.
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.
