0001638599-17-001019.txt : 20171016
0001638599-17-001019.hdr.sgml : 20171016
20171016171536
ACCESSION NUMBER: 0001638599-17-001019
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171013
FILED AS OF DATE: 20171016
DATE AS OF CHANGE: 20171016
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAKER FELIX
CENTRAL INDEX KEY: 0001087940
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50768
FILM NUMBER: 171139359
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 JULIAN
CENTRAL INDEX KEY: 0001087939
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50768
FILM NUMBER: 171139357
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 Brothers Life Sciences LP
CENTRAL INDEX KEY: 0001363364
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50768
FILM NUMBER: 171139360
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 Bros. Advisors (GP) LLC
CENTRAL INDEX KEY: 0001580575
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50768
FILM NUMBER: 171139361
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
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50768
FILM NUMBER: 171139362
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 BROS. ADVISORS LP
CENTRAL INDEX KEY: 0001263508
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50768
FILM NUMBER: 171139364
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: 14159, L.P.
CENTRAL INDEX KEY: 0001551138
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50768
FILM NUMBER: 171139363
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]
IRS NUMBER: 061376651
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3611 VALLEY CENTRE DRIVE
STREET 2: SUITE 300
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
BUSINESS PHONE: 858-558-2871
MAIL ADDRESS:
STREET 1: 3611 VALLEY CENTRE DRIVE
STREET 2: SUITE 300
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
4
1
doc4_5024.xml
PRIMARY DOCUMENT
X0306
4
2017-10-13
0
0001070494
ACADIA PHARMACEUTICALS INC
ACAD
0001263508
BAKER BROS. ADVISORS LP
860 WASHINGTON STREET
3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001551138
14159, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001551139
667, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001580575
Baker Bros. Advisors (GP) LLC
860 WASHINGTON STREET
3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001363364
Baker Brothers Life Sciences LP
860 WASHINGTON STREET
3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001087940
BAKER FELIX
860 WASHINGTON STREET
3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001087939
BAKER JULIAN
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
Common Stock
452540
I
See Footnotes
Common Stock
3029953
I
See Footnotes
Common Stock
2017-10-13
4
M
0
1426590
1.38
A
23763865
I
See Footnotes
Common Stock
2017-10-13
4
F
0
55457
35.40
D
23708408
I
See Footnotes
Common Stock Warrant (right to buy)
1.38
2017-10-13
4
M
0
1426590
D
2011-07-12
2018-01-11
Common Stock
1426590
0
I
See Footnotes
As 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 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.
As a result of their ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 3,029,953 shares of Common Stock of the Issuer beneficially owned 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.
On October 13, 2017, Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 14159 and 667, the "Funds") exercised a warrant to purchase 1,426,590 shares of the common stock of the Issuer for $1.38 per share ("2018 Warrants"). Life Sciences paid the exercise price on a cashless basis, resulting in the Issuer withholding of 55,457 of the 2018 Warrant shares to pay the exercise price and issuing to Life Sciences the remaining 1,371,133 shares of common stock of the Issuer. The Issuer also paid $29.30 to Life Sciences in fractional shares. The Issuer's Board of Directors approved the exercise of the 2018 Warrants by Life Sciences on the cashless basis described in this footnote in advance of such exercise.
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.
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 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.
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.
Pursuant to Instruction 4(c)(iii), this response has been left blank.
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.
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
2017-10-16
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 14159, L.P., pursuant to authority granted by 14159 Capital, L.P., GP to 14159, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
2017-10-16
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
2017-10-16
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
2017-10-16
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/
2017-10-16
/s/ Felix J. Baker
2017-10-16
/s/ Julian C. Baker
2017-10-16