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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 3)
Acadia Pharmaceuticals Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
0042251084
(CUSIP Number)
December 31, 2009
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o |
Rule 13d-1(b) |
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x |
Rule 13d-1(c) |
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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 reminder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("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. 0042251084 |
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person 22-2536587 |
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Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of
Organization |
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Number of |
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Sole Voting Power |
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Shared Voting Power |
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Sole Dispositive Power |
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8 |
Shared Dispositive Power |
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9 |
Aggregate Amount
Beneficially Owned by Reporting Person |
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o |
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Percent of Class
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12 |
Type of Reporting Person |
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CUSIP No. 0042251084 |
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person 27-0534130 |
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Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of
Organization |
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Number of |
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Sole Voting Power |
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Shared Voting Power 0 |
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Sole Dispositive Power |
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8 |
Shared Dispositive Power |
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9 |
Aggregate Amount
Beneficially Owned by Reporting Person |
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o |
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11 |
Percent of Class
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Type of Reporting Person |
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CUSIP No. 0042251084 |
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1 |
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Not Applicable |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of
Organization |
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Number of |
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Sole Voting Power |
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Shared Voting Power 0 |
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Sole Dispositive Power |
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8 |
Shared Dispositive Power |
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9 |
Aggregate Amount
Beneficially Owned by Reporting Person |
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o |
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Percent of Class
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Type of Reporting Person |
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Amendment No. 2 to Schedule 13G
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Item 1 |
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(a) |
Name of Issuer Acadia Pharmaceuticals Inc. (the “Issuer”) |
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(b) |
Address of Issuer’s
Principal Executive Office 3911 Sorrento Valley Boulevard San Diego, CA 92121 |
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Item 2 |
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(a) |
Names of Persons Filing This Statement is being filed on behalf of each of the following persons collectively, the “Reporting Persons”):
(i) Sepracor Inc.
(ii) Dainippon Sumitomo Pharma America Holdings, Inc.
(iii) Dainippon Sumitomo Pharma Co., Ltd. |
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(b) |
Address of Principal
Business Office The address of the principal business offices of the Reporting Persons is:
Sepracor Inc. 84 Waterford Drive Marlborough, MA 01752
Dainippon Sumitomo Pharma America Holdings, Inc. One Bridge Plaza, Suite 510 Fort Lee, New Jersey 07024
Dainippon Sumitomo Pharma Co., Ltd. 6-8 Doshomachi 2-Chrome Chu-Ku, Osaka 541-0045 Japan |
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(c) |
Citizenship (i) a Delaware corporation
(ii) a Delaware corporation
(iii) organized under the laws of Japan |
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(d) |
Title of Class of
Securities Common Stock, par value $0.0001 per share (the “Common Stock”) |
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(e) |
CUSIP Number 0042251084 |
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Item 3 |
This statement is not being filed pursuant to either Rule 13d-1(b) or 13d-2(b) or (c). |
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CUSIP No. 0042251084 |
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Item 4 |
Ownership |
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(a) |
Amount Beneficially owned: 1,890,422 shares of Common Stock |
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(b) |
Percent of class: 4.9% |
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(c) |
Number of Shares as to which each of the Reporting persons has:
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(i) |
Sole power to vote or to direct the vote 1,890,422 shares of Common Stock |
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(ii) |
Shared power to vote or to direct the vote 0 shares |
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(iii) |
Sole power to dispose or direct the disposition of 1,890,422 shares of Common Stock |
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(iv) |
shared power to dispose or to direct the disposition of 0 shares |
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Item 5 |
Ownership of Five Percent or Less of a Class |
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If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following x. |
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Item 6 |
Ownership of More than Five Percent on Behalf of Another Person |
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Not applicable. |
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Item 7 |
Identification and Classification of Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not applicable |
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Item 8 |
Identification and Classification of Members of the Group |
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Not applicable |
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Item 9 |
Notice of Dissolution of Group |
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Not applicable. |
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Item 10 |
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. |
SIGNATURES
In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: May 11, 2010 |
SEPRACOR INC. |
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By: |
/s/ Mark Iwicki |
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Name: Mark Iwicki |
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Title: President and Chief Operating Officer |
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Dated: May 11, 2010 |
DAINIPPON SUMITOMO PHARMA AMERICA HOLDINGS, INC. |
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By: |
/s/ Nobuhiko Tamura |
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Name: Nobuhiko Tamura |
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Title: President |
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Dated: May 11, 2010 |
DAINIPPON SUMITOMO PHARMA CO., LTD. |
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By: |
/s/ Hiroshi Nomura |
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Name: Hiroshi Nomura |
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Title: Executive Officer |