SEC Form 4 · accession 0001638599-18-001122
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
Sep 20, 2018
Accepted (ET)
Sep 24, 2018 · 8:32 am 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 StockF4,F2,F7,F8 | Sep 20, 2018 | P | 102,267 | $18.6366 | A | 3,132,220 | I | See Footnotes |
| Common StockF4,F3,F7,F8 | Sep 20, 2018 | P | 920,495 | $18.6366 | A | 24,628,903 | I | See Footnotes |
| Common StockF5,F2,F7,F8 | Sep 20, 2018 | P | 4,245 | $19.011 | A | 3,136,465 | I | See Footnotes |
| Common StockF5,F3,F7,F8 | Sep 20, 2018 | P | 38,207 | $19.011 | A | 24,667,110 | I | See Footnotes |
| Common StockF6,F2,F7,F8 | Sep 20, 2018 | P | 14,555 | $19.0924 | A | 3,151,020 | I | See Footnotes |
| Common StockF6,F3,F7,F8 | Sep 20, 2018 | P | 131,007 | $19.0924 | A | 24,798,117 | I | See Footnotes |
| Common StockF1,F7,F8 | holding | — | — | — | 489,977 | 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 489,977 shares of Common Stock of ACADIA Pharmaceuticals Inc. (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.
- F2After 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, L.P. ("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.
- F3After 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 Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667 and 14159, the "Funds"), 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.
- F4The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $18.24 to $19.10, 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 "SEC"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F5The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $18.90 to $19.08, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F6The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $19.00 to $19.10, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F7Baker 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 have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.
- F8Julian 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.
Remarks
Julian C. Baker, a Managing Member of Baker Bros. Advisors (GP) LLC 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.