ACADIA PHARMACEUTICALS INC — Director's Dealing 2021

Jun 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACADIA PHARMACEUTICALS INC (ACAD)
CIK: 0001070494
Period of Report: 2021-06-22

Reporting Person: BAKER BROS. ADVISORS LP (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
2021-06-22	Common Stock	A	12782	—	Acquired	3489509	Indirect
2021-06-22	Common Stock	A	12782	—	Acquired	38452877	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-22	Non-Qualified Stock Options (right to buy)	$24.88	A	23274	Acquired	2031-06-21	Common Stock (23274)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	102876	Direct
Common Stock	102876	Direct

Footnotes

F1: Common stock ("Common Stock") of ACADIA Pharmaceuticals Inc. (the "Issuer") held directly by Felix J. Baker received from in-kind pro rata distributions without consideration.

F2: Common Stock held directly by Julian C. Baker received from the in-kind pro rata distributions without consideration.

F3: Restricted Stock Units (each an "RSU") payable solely in Common Stock granted 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 June 22, 2021, pursuant to the Issuer's 2010 Equity Incentive Plan ("Incentive Plan"). The RSUs fully vest on the earlier of June 22, 2022 or the date of the next annual meeting of the Issuer.

F4: Julian C. Baker and Dr. Biggar serve on the board of directors of the Issuer (the "Board") as representatives of Baker Brothers Life Sciences, L.P. ("Life Sciences") and 667, L.P. ("667", and together with Life Sciences, the "Funds"). 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 of the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the RSUs and non-qualified options to purchase Common Stock ("Stock Options").

F5: Solely as a result of Felix J. Baker's and Julian C. Baker's 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 RSUs, Stock Options, Common Stock received upon vesting of RSUs and Common Stock received upon exercise of Stock Options (i.e. no direct pecuniary interest).

F6: After giving effect to the transaction 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 directly held by 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.

F7: After giving effect to the transaction 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 of the Issuer 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 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.

F8: 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. 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 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. 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.

F9: 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.

F10: 11,637 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 with a strike price of $24.88 vest in 4 equal quarterly installments beginning on June 22, 2021 and expire on June 21, 2031, with the final installment vesting upon the earlier of one year following the date of grant or the date of the next annual meeting of the Issuer.

F11: The disclosure of the grant of RSUs reported on this form is the sum of two grants totaling 12,782 shares. The 12,782 shares are reported for each of the Funds as each has an indirect pecuniary interest.

F12: Includes beneficial ownership of 6,118 previously issued RSUs payable solely in Common Stock issued to Julian C. Baker and Dr. Biggar in their capacity as directors of the Issuer pursuant to the Incentive Plan of which the Funds may be deemed to own a portion.