0000950170-24-067310.txt : 20240531 0000950170-24-067310.hdr.sgml : 20240531 20240531161016 ACCESSION NUMBER: 0000950170-24-067310 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240529 FILED AS OF DATE: 20240531 DATE AS OF CHANGE: 20240531 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER BROS. ADVISORS LP CENTRAL INDEX KEY: 0001263508 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50768 FILM NUMBER: 241009755 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2123395600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER NAME: FORMER CONFORMED NAME: BAKER BROS ADVISORS LLC DATE OF NAME CHANGE: 20030911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER JULIAN CENTRAL INDEX KEY: 0001087939 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50768 FILM NUMBER: 241009750 MAIL ADDRESS: STREET 1: BAKER BROS. ADVISORS LP STREET 2: 860 WASHINGTON STREET 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER FELIX CENTRAL INDEX KEY: 0001087940 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50768 FILM NUMBER: 241009751 MAIL ADDRESS: STREET 1: BAKER BROS. ADVISORS LP STREET 2: 860 WASHINGTON STREET 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Bros. Advisors (GP) LLC CENTRAL INDEX KEY: 0001580575 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50768 FILM NUMBER: 241009753 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: (212)339-5600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Brothers Life Sciences LP CENTRAL INDEX KEY: 0001363364 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50768 FILM NUMBER: 241009752 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 212-339-5600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 667, L.P. CENTRAL INDEX KEY: 0001551139 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50768 FILM NUMBER: 241009754 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 212-339-5600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ACADIA PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001070494 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 061376651 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12830 EL CAMINO REAL STREET 2: SUITE 400 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858-558-2871 MAIL ADDRESS: STREET 1: 12830 EL CAMINO REAL STREET 2: SUITE 400 CITY: SAN DIEGO STATE: CA ZIP: 92130 4 1 ownership.xml 4 X0508 4 2024-05-29 false 0001070494 ACADIA PHARMACEUTICALS INC ACAD 0001263508 BAKER BROS. ADVISORS LP 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 true false true false 0001551139 667, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 true false true false 0001580575 Baker Bros. Advisors (GP) LLC 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 true false true false 0001363364 Baker Brothers Life Sciences LP 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 true false true false 0001087940 BAKER FELIX 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 true false true false 0001087939 BAKER JULIAN 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 true false true false false Common Stock 2024-05-29 4 A false 18774 0 A 3642521 I See Footnotes Common Stock 2024-05-29 4 A false 18774 0 A 39349751 I See Footnotes Common Stock 102876 D Common Stock 102876 D Non- Qualified Stock Option (right to buy) 14.62 2024-05-29 4 A false 31918 0 A 2034-05-28 Common Stock 31918 31918 I See Footnotes Non- Qualified Stock Option (right to buy) 14.62 2024-05-29 4 A false 31918 0 A 2034-05-28 Common Stock 31918 31918 I See Footnotes Includes 9,387 restricted stock units (each, an "RSU") payable solely in common stock ("Common Stock") of Acadia Pharmaceuticals Inc. (the "Issuer") granted by the Issuer to each of Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP") and Dr. Stephen R. Biggar, a full-time employee of Baker Bros. Advisors LP (the "Adviser") on May 29, 2024, pursuant to the Issuer's 2024 Equity Incentive Plan ("Incentive Plan"). The RSUs fully vest on the earlier of May 29, 2025 or the date of the next annual meeting of stockholders of the Issuer, subject to Julian C. Baker's and Dr. Biggar's continuous service on the board of directors of the Issuer (the "Board") through the vesting date. Julian C. Baker and Dr. Biggar serve on the Board as representatives of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") and their affiliates and control persons. After giving effect to the transactions 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 and the non-qualified options to purchase Common Stock of the Issuer ("Stock Options") reported in column 9 of Table II held directly by or held for the benefit of 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. 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 directly by the Funds or for the benefit of the Funds. 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 directly by or for the benefit of 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 directly by or for the benefit of the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by or for the benefit of 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. Includes beneficial ownership of 24,654 shares of Common Stock issued upon the vesting of RSUs previously 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 of which the Funds may be deemed to own a portion and 27,500 previously issued shares from the exercise of 27,500 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. Pursuant to the policies of the Adviser, Julian C. Baker and Dr. Biggar do not have a right to any of the Issuer's securities issued as compensation for their service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in such securities. 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, 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) issued as compensation for such Board service. Pursuant to the policies of 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. After giving effect to the transactions 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 reported in column 5 of Table I and the Stock Options reported in column 9 of Table II held directly by or held for the benefit of 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. Common Stock held directly by Felix J. Baker received from in-kind pro rata distributions without consideration. Common Stock held directly by Julian C. Baker received from in-kind pro rata distributions without consideration. 15,959 Stock Options exercisable solely into Common Stock were granted under the Incentive Plan to each of Julian C. Baker and Dr. Biggar in their capacity as directors of the Issuer. The Stock Options have a strike price of $14.62 and vest in 4 equal quarterly installments beginning on May 29, 2024, with the final tranche vesting upon the earlier of the one year anniversary of the date of grant or the date of the next annual meeting of stockholders of the Issuer and expire on May 28, 2034. 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. Lessing 2024-05-31 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 2024-05-31 By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2024-05-31 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/ 2024-05-31 /s/ Felix J. Baker 2024-05-31 /s/ Julian C. Baker 2024-05-31