SCHEDULE
13G
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
Under the
Securities Exchange Act of 1934
(Amendment
No. )*
Acadia
Pharmaceuticals, Inc.
(Name of
Issuer)
Common
Stock, par value $0.0001 per share
(Title of
Class of Securities)
004225108
(CUSIP
Number)
January
7, 2011
(Date of
Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨ Rule
13d-1(b)
x Rule
13d-1(c)
¨ Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (the “Act”) or otherwise subject to the liabilities of that section of the
Act, but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No. 004225108
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Felix
J. Baker
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
¨
(b)
¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
-0-
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6
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SHARED
VOTING POWER
5,243,844
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|
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7
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SOLE
DISPOSITIVE POWER
-0-
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8
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SHARED
DISPOSITIVE POWER
5,243,844
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,243,844
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See
Instructions)
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
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12
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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Page 2 of
8 Pages
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CUSIP
No. 004225108
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Julian
C. Baker
|
|
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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(a)
¨
(b)
¨
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3
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SEC
USE ONLY
|
|
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
5,243,844
|
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
|
8
|
SHARED
DISPOSITIVE POWER
5,243,844
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,243,844
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See
Instructions)
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
|
|
|
12
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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Page 3 of
8 Pages
Item
1(a) Name
of Issuer:
Acadia
Pharmaceuticals, Inc.
Item
1(b) Address
of Issuer’s Principal Executive Offices:
3911
Sorrento Valley Boulevard
San
Diego, California 92121
Item
2(a) Name
of Person Filing:
This
Schedule 13G is being filed jointly by Felix J. Baker and Julian C. Baker (the
“Reporting Persons”).
Item
2(b) Address
of Principal Business Office or, if None, Residence:
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Name
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Business Address
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Felix
J. Baker
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667
Madison Avenue
New
York, NY 10065
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Julian
C. Baker
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667
Madison Avenue
New
York,
NY 10065
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Item
2(c) Citizenship:
Each of the Reporting Persons is a
United States citizen.
Item
2(d) Title
of Class of Securities:
Common Stock, par value $0.0001 per
share
Item
2(e) CUSIP
Number:
004225108
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or (c), check whether
the person filing is
a: N/A
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(a) ¨ Broker
or dealer registered under Section 15 of the Exchange Act.
(b) ¨ Bank
as defined in section 3(a)(6) of the Exchange Act.
(c) ¨
Insurance company as defined in section 3(a)(19) of the Exchange
Act.
(d) ¨
Investment company registered under section 8 of the Investment Company Act of
1940.
(e) ¨ An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
Page 4 of
8 Pages
(f) ¨ An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
(g) ¨ A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) ¨ A
savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act.
(i) ¨ A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940.
(j) ¨ Group,
in accordance with Rule 13d-1(b)(1)(ii)(J).
Item
4. Ownership.
Set forth
below is the aggregate number of shares of Common Stock held, including shares
that maybe acquired upon the exercise of Warrants as of the date hereof by each
of the following, together with the percentage of outstanding shares of Common
Stock that such number represents based upon 51,865,000 shares outstanding,
according to information obtained from the Company on January 7, 2011. Such
percentage figures are calculated on the basis that the Warrants owned by the
Reporting Persons are deemed converted into or exercised for shares of Common
Stock but other outstanding Warrants are not deemed converted or
exercised.
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Name
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Number
of
Shares
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Percent
of Class
Outstanding
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||||||
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Baker
Brothers Life Sciences, L.P.
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5,243,844 | 9.9 | % | |||||
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14159,
L.P.
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156,604 | 0.3 | % | |||||
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||||||
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Total
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5,243,844 | 9.9 | % | |||||
The Warrants are only exercisable to
the extent that the holders thereof and their affiliates would beneficially own,
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended, no more than 9.9% of the outstanding shares of Common Stock of the
Issuer after exercise. As a result of this restriction, the number of shares
that may be issued on exercise of the Warrants by the above holders may change
depending upon changes in the outstanding shares. The number of
shares issuable upon exercise of the Warrants held by any particular Baker Bros.
affiliate will also depend upon the extent to which the Warrants held by other
Baker Bros. affiliates have theretofore been exercised.
By virtue of their ownership of
entities that have the power to control the investment decisions of the limited
partnerships listed in the table above, Felix J. Baker and Julian C. Baker may
each be deemed to be beneficial owners of shares owned by such entities and may
be deemed to have shared power to vote or direct the vote of and shared power to
dispose or direct the disposition of such securities.
Page 5 of
8 Pages
Item
5. Ownership
of Five Percent or Less of a Class.
If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of securities, check
the following o.
Item
6. Ownership
of More than Five Percent on Behalf of Another Person.
The
entities listed in Item 4 above are investment funds the investors in which have
the right to receive dividends, interest and the proceeds of sale of securities
owned by such funds. N/A
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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N/A
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Item
8.
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Identification
and Classification of Members of the
Group.
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N/A
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Item
9.
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Notice
of Dissolution of Group.
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N/A
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Item
10.
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Certification.
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By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 6 of
8 Pages
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I hereby certify that the information set forth
in this statement is true, complete and correct.
January
18, 2011
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/s/
Felix J. Baker
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Felix
J. Baker
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/s/
Julian C. Baker
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Julian
C. Baker
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Page 7 of
8 Pages
AGREEMENT
In accordance with
Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the
undersigned hereby agree that this Statement on Schedule 13G relating to
the Common Stock of Acadia Pharmaceuticals, Inc. is being filed with the
Securities and Exchange Commission on behalf of each of them.
January
18, 2011
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/s/
Felix J. Baker
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Felix
J. Baker
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/s/
Julian C. Baker
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Julian
C. Baker
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Page 8 of
8 Pages