SEC Form 4 · accession 0001638599-18-001307
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
Nov 30, 2018
Accepted (ET)
Dec 4, 2018 · 5:00 pm EST
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 StockF1,F2,F8,F9 | Nov 30, 2018 | P | 585,882 | $17.00 | A | 3,736,902 | I | See Footnotes |
| Common StockF1,F3,F8,F9 | Nov 30, 2018 | P | 11,178,823 | $17.00 | A | 35,976,940 | I | See Footnotes |
| Common StockF4,F5,F8,F9 | Nov 30, 2018 | J | 489,977 | $0.00 | D | 0 | I | See Footnotes |
| Common StockF6 | Nov 30, 2018 | J | 71,647 | $0.00 | A | 71,647 | D | |
| Common StockF7 | Nov 30, 2018 | J | 71,647 | $0.00 | A | 71,647 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrant (right to buy)F11,F8,F9,F10,F12 | $0.01 | Nov 30, 2018 | J | 10,731 | D | Jun 17, 2013 | Dec 17, 2019 | Common Stock | 10,731 | 0 | I |
| Common Stock Warrant (right to buy)F11,F13 | $0.01 | Nov 30, 2018 | J | 1,569 | A | Jun 17, 2013 | Dec 17, 2019 | Common Stock | 1,569 | 1,569 | D |
| Common Stock Warrant (right to buy)F11,F14 | $0.01 | Nov 30, 2018 | J | 1,569 | A | Jun 17, 2013 | Dec 17, 2019 | Common Stock | 1,569 | 1,569 | D |
Explanation of responses
- F1667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences") purchased 585,882 and 11,178,823 shares of Common Stock, respectively, for $17.00 per share in an underwritten public offering (the "Offering") that closed on November 30, 2018.
- F10Represents 10,731 warrants to purchase Common Stock at an exercise price of $0.01 per share with an expiration date of December 17, 2019 distributed by 14159, L.P. as part of an in-kind pro rata distribution without consideration in accordance with pecuniary interest to Julian C. Baker, Felix J. Baker and other investors in 14159, L.P.
- F11Pursuant to Instruction 4(c)(iii), this response has been left blank.
- F12After giving effect to the transactions reported herein and as a result of their ownership interest in 14159 Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's securities reported in column 9 of Table II directly held by 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.
- F13Reflects 1,569 warrants to purchase Common Stock at an exercise price of $0.01 per share with an expiration date of December 17, 2019 held directly by Julian C. Baker received from the in-kind pro rata distribution without consideration reported above.
- F14Reflects 1,569 warrants to purchase Common Stock at an exercise price of $0.01 per share with an expiration date of December 17, 2019 held directly by Felix J. Baker received from the in-kind pro rata distribution without consideration reported above.
- 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, 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 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.
- F4Represents 489,977 shares of Common Stock distributed by 14159, L.P. ("14159", and together with 667 and Life Sciences (the "Funds") as part of an in-kind pro rata distribution without consideration in accordance with pecuniary interest to Julian C. Baker, Felix J. Baker and other investors in 14159, L.P.
- F5After giving effect to the transactions reported herein and as a result of their ownership interest in 14159 Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Common Stock reported in column 5 of Table I directly held by 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.
- F6Reflects 71,647 shares of Common Stock held directly by Julian C. Baker received from the in-kind pro rata distribution without consideration reported above.
- F7Reflects 71,647 shares of Common Stock held directly by Felix J. Baker received from the in-kind pro rata distribution without consideration reported above.
- F8Baker 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.
- F9Julian 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.