X0306 4 2018-11-30 0 0001070494 ACADIA PHARMACEUTICALS INC ACAD 0001263508 BAKER BROS. ADVISORS LP 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001551138 14159, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001551139 667, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001580575 Baker Bros. Advisors (GP) LLC 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001363364 Baker Brothers Life Sciences LP 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001087940 BAKER FELIX 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001087939 BAKER JULIAN 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 Common Stock 2018-11-30 4 P 0 585882 17.0000 A 3736902 I See Footnotes Common Stock 2018-11-30 4 P 0 11178823 17.0000 A 35976940 I See Footnotes Common Stock 2018-11-30 4 J 0 489977 0 D 0 I See Footnotes Common Stock 2018-11-30 4 J 0 71647 0 A 71647 D Common Stock 2018-11-30 4 J 0 71647 0 A 71647 D Common Stock Warrant (right to buy) 0.01 2018-11-30 4 J 0 10731 D 2013-06-17 2019-12-17 Common Stock 10731 0 I See Footnotes Common Stock Warrant (right to buy) 0.01 2018-11-30 4 J 0 1569 A 2013-06-17 2019-12-17 Common Stock 1569 1569 D Common Stock Warrant (right to buy) 0.01 2018-11-30 4 J 0 1569 A 2013-06-17 2019-12-17 Common Stock 1569 1569 D 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences") purchased 585,882 and 11,178,823 shares of Common Stock, respectively, for $17.00 per share in an underwritten public offering (the "Offering") that closed on November 30, 2018. After giving effect to the transactions reported herein and as a result of their ownership interest in Baker Biotech 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 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. After giving effect to the transactions reported herein and 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. Represents 489,977 shares of Common Stock distributed by 14159, L.P. ("14159", and together with 667 and Life Sciences (the "Funds") as part of an in-kind pro rata distribution without consideration in accordance with pecuniary interest to Julian C. Baker, Felix J. Baker and other investors in 14159, L.P. After giving effect to the transactions reported herein and as a result of their ownership interest in 14159 Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Common Stock reported in column 5 of Table I directly held by 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. Reflects 71,647 shares of Common Stock held directly by Julian C. Baker received from the in-kind pro rata distribution without consideration reported above. Reflects 71,647 shares of Common Stock held directly by Felix J. Baker received from the in-kind pro rata distribution without consideration reported above. 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 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 have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. 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. Represents 10,731 warrants to purchase Common Stock at an exercise price of $0.01 per share with an expiration date of December 17, 2019 distributed by 14159, L.P. as part of an in-kind pro rata distribution without consideration in accordance with pecuniary interest to Julian C. Baker, Felix J. Baker and other investors in 14159, L.P. Pursuant to Instruction 4(c)(iii), this response has been left blank. After giving effect to the transactions reported herein and as a result of their ownership interest in 14159 Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's securities reported in column 9 of Table II directly held by 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. Reflects 1,569 warrants to purchase Common Stock at an exercise price of $0.01 per share with an expiration date of December 17, 2019 held directly by Julian C. Baker received from the in-kind pro rata distribution without consideration reported above. Reflects 1,569 warrants to purchase Common Stock at an exercise price of $0.01 per share with an expiration date of December 17, 2019 held directly by Felix J. Baker received from the in-kind pro rata distribution without consideration reported above. Julian C. Baker, a Managing Member of Baker Bros. Advisors (GP) LLC and Dr. Stephen R. Biggar, a full-time employee of Baker Bros. Advisors LP are directors of ACADIA Pharmaceuticals Inc. (the "Issuer"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer. By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2018-12-04 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 14159, L.P., pursuant to authority granted by 14159 Capital, L.P., GP to 14159, L.P. Name: Scott L. Lessing Title: President /s/ Scott L. Lessing 2018-12-04 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing,Title: President /s/ Scott L. Lessing 2018-12-04 By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2018-12-04 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title: President /s/ 2018-12-04 /s/ Felix J. Baker 2018-12-04 /s/ Julian C. Baker 2018-12-04