SEC Form 4 · accession 0001638599-16-000776
ACADIA PHARMACEUTICALS INC · ACAD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Julian Baker
Director · 10% Owner
Felix Baker
Director · 10% Owner
BAKER BROS. ADVISORS LP
Director · 10% Owner
Baker Brothers Life Sciences LP
Director · 10% Owner
14159, L.P.
Director · 10% Owner
667, L.P.
Director · 10% Owner
Baker Bros. Advisors (GP) LLC
Director · 10% Owner
Period of report
Mar 30, 2016
Accepted (ET)
Apr 1, 2016 · 4:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001070494
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F4,F6,F7 | Mar 30, 2016 | P | 408,607 | $25.9247 | A | 2,745,707 | I | See Footnotes |
| Common StockF5,F4,F6,F7 | Mar 30, 2016 | P | 37,882 | $25.975 | A | 2,783,589 | I | See Footnotes |
| Common StockF8,F4,F6,F7 | Mar 30, 2016 | P | 16,057 | $26.3472 | A | 2,799,646 | I | See Footnotes |
| Common StockF9,F4,F6,F7 | Mar 31, 2016 | P | 1,614 | $25.607 | A | 2,801,260 | I | See Footnotes |
| Common StockF9,F6,F7,F10 | Mar 31, 2016 | P | 14,775 | $25.607 | A | 20,292,783 | I | See Footnotes |
| Common StockF11,F4,F6,F7 | Mar 31, 2016 | P | 1,467 | $26.285 | A | 2,802,727 | I | See Footnotes |
| Common StockF11,F6,F7,F10 | Mar 31, 2016 | P | 13,433 | $26.285 | A | 20,306,216 | I | See Footnotes |
| Common StockF12,F4,F6,F7 | Mar 31, 2016 | P | 19,676 | $26.4944 | A | 2,822,403 | I | See Footnotes |
| Common StockF12,F6,F7,F10 | Mar 31, 2016 | P | 180,122 | $26.4944 | A | 20,486,338 | I | See Footnotes |
| Common StockF13,F4,F6,F7 | Mar 31, 2016 | P | 3,106 | $26.5545 | A | 2,825,509 | I | See Footnotes |
| Common StockF13,F6,F7,F10 | Mar 31, 2016 | P | 28,433 | $26.5545 | A | 20,514,771 | I | See Footnotes |
| Common StockF14,F4,F6,F7 | Mar 31, 2016 | P | 6,618 | $27.5588 | A | 2,832,127 | I | See Footnotes |
| Common StockF14,F6,F7,F10 | Mar 31, 2016 | P | 60,587 | $27.5588 | A | 20,575,358 | I | See Footnotes |
| Common StockF15,F4,F6,F7 | Mar 31, 2016 | P | 34,844 | $27.7173 | A | 2,866,971 | I | See Footnotes |
| Common StockF15,F6,F7,F10 | Mar 31, 2016 | P | 318,969 | $27.7173 | A | 20,894,327 | I | See Footnotes |
| Common StockF16,F4,F6,F7 | Apr 1, 2016 | P | 1,182 | $27.8202 | A | 2,868,153 | I | See Footnotes |
| Common StockF16,F6,F7,F10 | Apr 1, 2016 | P | 10,818 | $27.8202 | A | 20,905,145 | I | See Footnotes |
| Common StockF17,F4,F6,F7 | Apr 1, 2016 | P | 28,647 | $28.5484 | A | 2,896,800 | I | See Footnotes |
| Common StockF17,F6,F7,F10 | Apr 1, 2016 | P | 262,253 | $28.5484 | A | 21,167,398 | I | See Footnotes |
| Common StockF1,F6,F7 | holding | — | — | — | 452,540 | I | See Footnotes | |
| Common StockF2,F6,F7 | holding | — | — | — | 20,278,008 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1As a result of their ownership interest in 14159 Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 452,540 shares of Common Stock of the Issuer beneficially owned by 14159, L.P. ("14159"), a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159.
- F10After giving effect to the transactions reported herein and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock 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 Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
- F11The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $26.00 to $26.46, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F12The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $25.97 to $26.95, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F13The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $26.43 to $26.74, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F14The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $27.51 to $27.60, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F15The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $27.17 to $28.06, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F16The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $27.68 to $27.98, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F17The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $28.00 to $28.995, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F2As a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 20,278,008 shares of Common Stock of the Issuer beneficially owned by Baker Brothers Life Sciences, L.P. ("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 Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
- F3The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $25.52 to $26.47, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F4After giving effect to the transactions reported herein and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Issuer's shares of 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 Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
- F5The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $25.74 to $26.24, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F6Baker 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 principals 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 have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Pursuant to agreements between Julian C. Baker, Dr. Biggar and the Adviser, the Adviser has investment and dispositive power over the Stock Options and any shares received as a result of the exercise of options. (Continued in footnote 6)
- F7Julian 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.
- F8The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $25.60 to $26.46, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F9The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $25.56 to $25.95, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
Remarks
Julian C. Baker, a principal and Dr. Stephen R. Biggar, an 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.