ACADIA PHARMACEUTICALS INC — Director's Dealing 2012

Dec 21, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ACADIA PHARMACEUTICALS INC (ACAD)
CIK: 0001070494
Period of Report: 2012-12-12

Reporting Person: BAKER BROS ADVISORS LLC (10% Owner)
Reporting Person: BAKER FELIX (10% Owner)
Reporting Person: BAKER JULIAN (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1045475	Indirect
Common Stock	14229612	Indirect
Common Stock	346725	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Warrant ( right to buy)	$1.38	2018-01-11	Common Stock (1426590)		Indirect
Common Stock Warrant ( right to buy)	$1.38	2018-01-11	Common Stock (39378)		Indirect
Common Stock Warrant ( right to buy)	$0.01	2019-12-17	Common Stock (42131)		Indirect
Common Stock Warrant ( right to buy)	$0.01	2019-12-17	Common Stock (447138)		Indirect
Common Stock Warrant ( right to buy)	$0.01	2019-12-17	Common Stock (10731)		Indirect

Footnotes

F1: As a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the shares of Common Stock of ACADIA Pharmaceuticals Inc. (the "Issuer") reported in column 2 of Table I and underlying Warrants reported in column 3 of Table II 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.

F2: As result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 2 of Table I and underlying Warrants reported in column 3 of Table II directly held by Baker Brothers Life Sciences, L.P. ("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.

F3: As 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 shares of Common Stock reported in column 2 of Table I and underlying Warrants reported in column 3 of Table II directly held 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.

F4: Baker Bros. Advisors, LLC (the "Adviser") serves as the Investment Adviser to Life Sciences, 667 and 14159 (collectively, 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. Julian C. Baker and Felix J. Baker are principals of the Adviser. 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. Julian C. Baker, Felix J. Baker 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 or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.