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ACADIA PHARMACEUTICALS INC

Date Filed : May 24, 2023

SEC FORM 4SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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OMB Number:3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BAKER BROS. ADVISORS LP

(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR

(Street)
NEW YORKNY10014

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
ACADIA PHARMACEUTICALS INC [ ACAD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction 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)
CodeVAmount(A) or (D)Price
Common Stock102,876(1)D
Common Stock102,876(2)D
Common Stock05/22/2023P7,645A$24.4604(3)3,529,258ISee Footnotes(4)(5)(6)(7)
Common Stock05/22/2023P82,148A$24.4604(3)38,567,129ISee Footnotes(5)(6)(7)(8)
Common Stock05/22/2023P3,781A$24.83,533,039ISee Footnotes(4)(5)(6)(7)
Common Stock05/22/2023P40,632A$24.838,607,761ISee Footnotes(5)(6)(7)(8)
Common Stock05/23/2023M12,500A$17.013,545,539ISee Footnotes(4)(5)(6)(7)(9)(10)(11)(12)
Common Stock05/23/2023M12,500A$17.0138,620,261ISee Footnotes(5)(6)(7)(8)(9)(10)(11)(12)
Common Stock05/23/2023P10,858A$25.3302(13)3,556,397ISee Footnotes(4)(5)(6)(7)
Common Stock05/23/2023P116,672A$25.3302(13)38,736,933ISee Footnotes(5)(6)(7)(8)
Common Stock05/23/2023P6,941A$25.543,563,338ISee Footnotes(4)(5)(6)(7)
Common Stock05/23/2023P74,582A$25.5438,811,515ISee Footnotes(5)(6)(7)(8)
Common Stock05/24/2023P20,304A$25.2723(14)3,583,642ISee Footnotes(4)(5)(6)(7)
Common Stock05/24/2023P218,171A$25.2723(14)39,029,686ISee Footnotes(5)(6)(7)(8)
Common Stock05/24/2023P2,688A$25.5138(15)3,586,330ISee Footnotes(4)(5)(6)(7)
Common Stock05/24/2023P28,878A$25.5138(15)39,058,564ISee Footnotes(5)(6)(7)(8)
Common Stock05/24/2023P24,113A$25.653,610,443ISee Footnotes(4)(5)(6)(7)
Common Stock05/24/2023P259,109A$25.6539,317,673ISee Footnotes(5)(6)(7)(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction 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 (Month/Day/Year)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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Options (right to buy)$17.0105/23/2023M12,500 (16)06/07/2023Common Stock12,500$0.000ISee Footnotes(4)(5)(6)(9)(10)(11)(12)
Non-Qualified Stock Options (right to buy)$17.0105/23/2023M12,500 (16)06/07/2023Common Stock12,500$0.000ISee Footnotes(5)(6)(8)(9)(10)(11)(12)
1. Name and Address of Reporting Person*
BAKER BROS. ADVISORS LP

(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR

(Street)
NEW YORKNY10014

(City)(State)(Zip)
1. Name and Address of Reporting Person*
667, L.P.

(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR

(Street)
NEW YORKNY10014

(City)(State)(Zip)
1. Name and Address of Reporting Person*
BAKER JULIAN

(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR

(Street)
NEW YORKNY10014

(City)(State)(Zip)
1. Name and Address of Reporting Person*
BAKER FELIX

(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR

(Street)
NEW YORKNY10014

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Baker Bros. Advisors (GP) LLC

(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR

(Street)
NEW YORKNY10014

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Baker Brothers Life Sciences LP

(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR

(Street)
NEW YORKNY10014

(City)(State)(Zip)
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 withoutconsideration.
2. Common Stock held directly by Julian C. Baker received from in-kind pro rata distributions without consideration.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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).
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. The Stock Options vested in four equal quarterly installments beginning on June 7, 2013.
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 other than Julian C. Baker and Dr. Biggar are deemed directors by deputization by virtue of their representation on the board of directors of the Issuer.
By: Baker Bros. Advisors LP, Name: Scott L. Lessing,Title: President /s/ Scott L. Lessing05/24/2023
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. Lessing05/24/2023
/s/ Julian C. Baker05/24/2023
/s/ Felix J. Baker05/24/2023
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing05/24/2023
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/05/24/2023
** Signature of Reporting PersonDate
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