Statement of Changes in Beneficial Ownership (4)
18 January 2023 - 08:24AM
Edgar (US Regulatory)
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FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
| 1. Name
and Address of Reporting Person * BAKER BROS. ADVISORS
LP |
2. Issuer Name and Ticker or Trading
Symbol ACADIA PHARMACEUTICALS INC [ ACAD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
|
(Last)
(First)
(Middle)
860 WASHINGTON STREET, 3RD FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/12/2023
|
|
(Street)
NEW YORK, NY 10014
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting
Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
Amount |
(A) or (D) |
Price |
|
Common Stock |
|
|
|
|
|
|
|
102876 (1) |
D |
|
|
Common Stock |
|
|
|
|
|
|
|
102876 (2) |
D |
|
|
Common Stock |
1/12/2023 |
|
M |
|
15000 |
A |
$5.22 |
3521613 |
I |
See Footnotes (3)(4)(5)(6)(7)(8)(9)(10) |
|
Common Stock |
1/12/2023 |
|
M |
|
15000 |
A |
$5.22 |
38484981 |
I |
See Footnotes (3)(4)(5)(7)(8)(9)(10)(11) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Non-Qualified Stock Options (right to
buy) |
$5.22 |
1/12/2023 |
|
M |
|
|
15000 |
(12) |
1/17/2023 |
Common Stock |
15000 |
$0.00 |
0 |
I |
See Footnotes (3)(4)(6)(7)(8)(9)(10) |
|
Non-Qualified Stock Options (right to
buy) |
$5.22 |
1/12/2023 |
|
M |
|
|
15000 |
(12) |
1/17/2023 |
Common Stock |
15000 |
$0.00 |
0 |
I |
See Footnotes (3)(4)(7)(8)(9)(10)(11) |
| Explanation of
Responses: |
| (1) |
Common stock ("Common
Stock") of ACADIA Pharmaceuticals Inc. (the "Issuer") held directly
by Felix J. Baker received from in-kind pro rata distributions
without consideration. |
| (2) |
Common Stock held directly
by Julian C. Baker received from in-kind pro rata distributions
without consideration. |
| (3) |
Common Stock received upon
exercise of 15,000 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 Baker Bros.
Advisors LP (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 received upon exercise of such Stock
Options. Each of 667, L.P. ("667") and Baker Brothers Life
Sciences, L.P. ("Life Sciences", and together with 667, the
"Funds") owns an indirect proportionate pecuniary interest in the
Common Stock received 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. |
| (4) |
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 fees and
the Funds are entitled to an indirect proportionate pecuniary
interest in the securities. The Funds each own an indirect
proportionate pecuniary 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, restricted stock units (each an "RSU") payable solely in
Common Stock and Common Stock received upon vesting of RSUs (ie. no
direct pecuniary interest). |
| (5) |
Includes beneficial
ownership of 18,002 previously issued RSUs 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. |
| (6) |
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. |
| (7) |
The disclosure of the
exercise of Stock Options for Common Stock reported on this form is
a single exercise of 15,000 Stock Options. The exercise of 15,000
Stock Options is reported for each of the Funds as each has an
indirect pecuniary interest in such securities. |
| (8) |
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.
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. |
| (9) |
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. |
| (10) |
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. |
| (11) |
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. |
| (12) |
The Stock Options vested in
equal tranches on January 18, 2014 and January 18,
2015. |
Remarks:
Julian C. Baker, a managing member of Baker Bros. Advisors (GP)
LLC, the sole general partner of Baker Bros. Advisors LP, and Dr.
Stephen R. Biggar, a full-time employee of Baker Bros. Advisors LP
are directors of ACADIA Pharmaceuticals Inc. (the "Issuer"). For
purposes of Section 16 of the Securities Exchange Act of 1934, as
amended, the reporting persons are deemed directors by deputization
by virtue of their representation on the board of directors of the
Issuer. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
BAKER BROS. ADVISORS LP
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014 |
X |
X |
|
|
667, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014 |
X |
X |
|
|
BAKER JULIAN
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014 |
X |
X |
|
|
BAKER FELIX
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014 |
X |
X |
|
|
Baker Bros. Advisors (GP) LLC
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014 |
X |
X |
|
|
Baker Brothers Life Sciences LP
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014 |
X |
X |
|
|
Signatures
|
|
By: Baker Bros. Advisors LP, Name: Scott L.
Lessing, Title: President /s/ Scott L. Lessing |
|
1/17/2023 |
| **Signature of Reporting
Person |
Date |
|
Baker Bros. Advisors LP, Mgmt. Co. and Inv.
Adviser to 667, L.P., pursuant to authority granted by Baker
Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing,
Title: President /s/ Scott L. Lessing |
|
1/17/2023 |
| **Signature of Reporting
Person |
Date |
|
/s/ Julian C. Baker |
|
1/17/2023 |
| **Signature of Reporting
Person |
Date |
|
/s/ Felix J. Baker |
|
1/17/2023 |
| **Signature of Reporting
Person |
Date |
|
By: Baker Bros. Advisors (GP) LLC, Name: Scott L.
Lessing, Title: President /s/ Scott L. Lessing |
|
1/17/2023 |
| **Signature of Reporting
Person |
Date |
|
Baker Bros. Advisors LP, Mgmt. Co. and Inv.
Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to
authority granted by Baker Brothers Life Sciences Capital, L.P., GP
to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing,
Title: President /s/ |
|
1/17/2023 |
| **Signature of Reporting
Person |
Date |
|
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
| * |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
| ** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
|
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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