ACADIA PHARMACEUTICALS INC — Director's Dealing 2017

Oct 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACADIA PHARMACEUTICALS INC (ACAD)
CIK: 0001070494
Period of Report: 2017-10-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-13	Common Stock	M	1426590	$1.38	Acquired	23763865	Indirect
2017-10-13	Common Stock	F	55457	$35.40	Disposed	23708408	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-13	Common Stock Warrant (right to buy)	$1.38	M	1426590	Disposed	2018-01-11	Common Stock (1426590)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	452540	Indirect
Common Stock	3029953	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: Pursuant to Instruction 4(c)(iii), this response has been left blank.