ACADIA PHARMACEUTICALS INC — Director's Dealing 2016

Jun 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACADIA PHARMACEUTICALS INC (ACAD)
CIK: 0001070494
Period of Report: 2016-06-10

Reporting Person: BAKER BROS. ADVISORS LP (Director, 10% Owner)
Reporting Person: Baker Brothers Life Sciences LP (Director, 10% Owner)
Reporting Person: Baker Bros. Advisors (GP) LLC (Director, 10% Owner)
Reporting Person: BAKER FELIX (Director, 10% Owner)
Reporting Person: BAKER JULIAN (Director, 10% Owner)
Reporting Person: 667, L.P. (Director, 10% Owner)
Reporting Person: 14159, L.P. (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-10	Non-Qualified Stock Option (right to buy)	$39.60	A	26500	Acquired	2026-06-09	Common Stock (26500)	Indirect

Footnotes

F1: 12,500 non-qualified stock options ("Stock Options") convertible solely into common shares of ACADIA Pharmaceuticals, Inc. (the "Issuer") were granted to Julian C. Baker, a principal of Baker Bros. Advisors LP (the "Adviser") and 14,000 Stock Options were granted to Dr. Stephen R. Biggar, an employee of the Adviser in their capacity as directors of the Issuer. The Stock Options with a strike price of $39.60 vest in 4 equal quarterly installments beginning on June 10, 2016 and expire on June 9, 2026. Julian C. Baker and Dr. Biggar serve on the Board of Directors of the Issuer as representatives of Baker Brothers Life Sciences, L.P. ("Life Sciences"), 667, L.P. ("667") and 14159, L.P. ("14159", and together with 667 and Life Sciences, the "Funds").

F2: Pursuant to the policies of the Adviser, Julian C. Baker and Dr. Biggar do not have any right to any of the Issuer's securities issued as part of their service on the Board and the Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options (i.e. no direct pecuniary interest).

F3: 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. Pursuant to agreements between both Julian C. Baker and Dr. Biggar and the Adviser, the Adviser has investment and dispositive power over the Stock Options and any shares received as a result of the exercise of options.

F4: 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.