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Filing Details

Accession Number:: 0001209191-23-031917
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-05-24 17:09:23
Reporting Period:: 2023-05-22

Accepted Time:: 2023-05-24 17:09:23
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1070494	Acadia Pharmaceuticals Inc	ACAD	Pharmaceutical Preparations (2834)	061376651

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1087940	Felix Baker	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1263508	Baker Bros. Advisors Lp	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1363364	Baker Brothers Life Sciences Lp	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1551139	667, L.p.	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1580575	Baker Bros. Advisors (Gp) Llc	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2023-05-22	7,645	$24.46	3,529,258	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-05-22	82,148	$24.46	38,567,129	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-05-22	3,781	$24.80	3,533,039	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-05-22	40,632	$24.80	38,607,761	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-05-23	12,500	$17.01	3,545,539	No	4	M	Indirect	See Footnotes
Common Stock	Acquisiton	2023-05-23	12,500	$17.01	38,620,261	No	4	M	Indirect	See Footnotes
Common Stock	Acquisiton	2023-05-23	10,858	$25.33	3,556,397	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-05-23	116,672	$25.33	38,736,933	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-05-23	6,941	$25.54	3,563,338	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-05-23	74,582	$25.54	38,811,515	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-05-24	20,304	$25.27	3,583,642	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-05-24	218,171	$25.27	39,029,686	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-05-24	2,688	$25.51	3,586,330	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-05-24	28,878	$25.51	39,058,564	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-05-24	24,113	$25.65	3,610,443	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-05-24	259,109	$25.65	39,317,673	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Non-Qualified Stock Options (right to buy)	Disposition	2023-05-23	12,500	$0.00	12,500	$17.01
Common Stock	Non-Qualified Stock Options (right to buy)	Disposition	2023-05-23	12,500	$0.00	12,500	$17.01

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2023-06-07	No	4	M	Indirect
0		2023-06-07	No	4	M	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	102,876	Direct
Common Stock	102,876	Direct

Footnotes

Common stock ("Common Stock") of ACADIA Pharmaceuticals Inc. (the "Issuer") held directly by Felix J. Baker received from in-kind pro rata distributions withoutconsideration.
Common Stock held directly by Julian C. Baker received from in-kind pro rata distributions without consideration.
The price reported in Column 4 is a weighted average price. These shares were traded by 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") in multiple transactions at prices ranging from $24.27 to $24.80, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
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.
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.
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.
Includes beneficial ownership of 18,002 previously issued restricted stock units (each, an "RSU") payable solely in Common Stock issued to each of Julian C. Baker and Dr. Biggar in their capacity as directors of the Issuer pursuant to the Issuer's 2010 Equity Incentive Plan ("Incentive Plan") of which the Funds may be deemed to own a portion and 15,000 previously issued shares from the exercise of 15,000 Stock Options that were issued to Dr. Biggar in his capacity as a director of the Issuer, of which the Funds may be deemed to own a portion.
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.
Common Stock acquired upon exercise of 12,500 non-qualified stock options exercisable into Common Stock on a 1-for-1 basis ("Stock Options") that were issued to Dr. Stephen R. Biggar, a full-time employee of the Adviser in his capacity as a director of the Issuer. Dr. Biggar, pursuant to the policies of the Adviser, does not have any right to the pecuniary interest in the Stock Options issued for his service on the board of directors of the Issuer (the "Board") or the Common Stock acquired upon exercise of such Stock Options. Each of 667 and Life Sciences owns an indirect proportionate pecuniary interest in the Common Stock acquired upon exercise of the Stock Options issued in connection with Dr. Biggar's service on the Board less the exercise cost of those Stock Options.
Pursuant to the policies of the Adviser, Dr. Biggar does not have a right to any of the Issuer's securities issued in lieu of director retainer feesand the Funds are entitled to an indirect proportionate pecuniary interest in the securities. The Funds each own an indirect proportionatepecuniary interest in the shares of Common Stock. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii)the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares of Common Stock issued in lieu of director retainer fees, Stock Options, Common Stock issued upon exercise of Stock Options, RSUs and Common Stock received upon vesting of RSUs (i.e. no direct pecuniary interest).
The disclosure of the exercise of Stock Options for Common Stock reported on this form is a single exercise of 12,500 Stock Options. The exercise of 12,500 Stock Options is reported for each of the Funds as each has an indirect pecuniary interest in such securities.
Pursuant to agreements between Dr. Biggar and the Adviser, the Adviser has voting and dispositive power over the Stock Options, RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from$24.76 to $25.65, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from$25.09 to $25.65, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from$25.08 to $25.64, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The Stock Options vested in four equal quarterly installments beginning on June 7, 2013.