SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person*
| NOMURA HOUSE |
| 1 ST MARTIN'S-LE-GRAND |
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
08/18/2005
|
3. Issuer Name and Ticker or Trading Symbol
ACADIA PHARMACEUTICALS INC
[ ACAD ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
X |
10% Owner |
|
Officer (give title below) |
X |
Other (specify below) |
| Member of 13G Group (1) |
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
|
Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock, par value $0.0001 per share ("Common Stock") |
2,199,010 |
I |
Notes
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Warrant to purchase Common Stock |
10/17/2005 |
04/20/2010 |
Common Stock |
549,752 |
8.15 |
I |
Notes
|
1. Name and Address of Reporting Person*
| NOMURA HOUSE |
| 1 ST MARTIN'S-LE-GRAND |
(Street)
|
1. Name and Address of Reporting Person*
| NOMURA HOUSE |
| 1 ST MARTIN'S-LE-GRAND |
(Street)
|
1. Name and Address of Reporting Person*
| NOMURA HOUSE |
| 1 ST MARTIN'S-LE-GRAND |
(Street)
|
1. Name and Address of Reporting Person*
| NOMURA HOUSE |
| 1 ST MARTIN'S-LE-GRAND |
(Street)
|
| Explanation of Responses: |
|
|
|
See Exhibit 99.1 for signature information. |
08/23/2005 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
EXHIBIT 99.1
NAME AND ADDRESS OF REPORTING PERSON:
Nomura International plc
Nomura House
1 St Martins-le-Grand
London, EC1A 4NP
United Kingdom
ISSUER NAME AND TICKER OR TRADING SYMBOL:
Acadia Pharmaceuticals, Inc. (the "Issuer")
DATE OF EARLIEST TRANSACTION REQUIRED TO BE REPORTED:
August 18, 2005 (date upon which 10% threshold was surpassed),
April 20, 2005 (date upon which common stock and warrants were purchased)
Explanation of Responses:
- -------------------------
This Form 3 is filed by Nomura International plc ("NI") on behalf of
Nomura Phase4 Ventures LP ("NLP"), Nomura Phase4 GP Limited ("NGP") and
Nomura Phase4 Ventures Limited ("NVL") (each a "Reporting Person").
Each Reporting Person is a member of a 13G Group reporting more than
10% ownership of the Common Stock of the Issuer.
Amount of Securities Beneficially Owned Ownership Form: Nature of Indirect
Reporting Person Following Reported Transaction(s) Direct (D) or Indirect (I) Beneficial Ownership
---------------- --------------------------------- -------------------------- --------------------
Nomura International plc 2,748,762 I
Nomura Phase4 Ventures Limited 2,748,762 I (1)
Nomura Phase4 GP Limited 2,748,762 I (2)
Nomura Phase4 Ventures LP 2,748,762 D (3)
NI owns directly all of the stock of NVL. NVL owns directly all of the stock of
NGP. NGP is the manager of NLP. NLP acquired 2,199,010 shares of Common Stock of
the Issuer pursuant to that certain Securities Purchase Agreement dated April
15, 2005 by and among the Issuer and certain purchasers listed therein. As part
of the same transaction, NLP received a warrant, exercisable commencing on
October 17, 2005, to purchase an additional 549,752 shares of Common Stock of
the Issuer.
Each Reporting Person disclaims beneficial ownership of all indirectly owned
securities reported on this Form in excess of such Reporting Person's pecuniary
interest therein.
JOINT FILER INFORMATION
NAME: Nomura Phase4 Ventures Limited
ADDRESS:
Nomura House
1 St Martins-le-Grand
London, EC1A 4NP
United Kingdom
ISSUER AND TICKER SYMBOL: Acadia Pharmaceutcals, Inc.
DATE OF EARLIEST TRANSACTION REQUIRED TO BE REPORTED: April 20, 2005
RELATIONSHIP OF REPORTING PERSONS TO ISSUER: Member of 13G Group reporting
more than 10% ownership.
SIGNATURE: Nomura Phase4 Ventures Limited
By: /s/ Denise Pollard-Knight
---------------------------------------
Dated: August 23, 2005
JOINT FILER INFORMATION
NAME: Nomura Phase4 Ventures GP Limited
ADDRESS:
Nomura House
1 St Martins-le-Grand
London, EC1A 4NP
United Kingdom
ISSUER AND TICKER SYMBOL: Acadia Pharmaceutcals, Inc.
DATE OF EARLIEST TRANSACTION REQUIRED TO BE REPORTED: April 20, 2005
RELATIONSHIP OF REPORTING PERSONS TO ISSUER: Member of 13G Group reporting
more than 10% ownership.
SIGNATURE: Nomura Phase4 Ventures GP Limited
By: /s/ Denise Pollard-Knight
---------------------------------------
Dated: August 23, 2005
JOINT FILER INFORMATION
NAME: Nomura Phase4 Ventures LP
ADDRESS:
Nomura House
1 St Martins-le-Grand
London, EC1A 4NP
United Kingdom
ISSUER AND TICKER SYMBOL: Acadia Pharmaceutcals, Inc.
DATE OF EARLIEST TRANSACTION REQUIRED TO BE REPORTED: April 20, 2005
RELATIONSHIP OF REPORTING PERSONS TO ISSUER: Member of 13G Group reporting
more than 10% ownership.
SIGNATURE: Nomura Phase4 Ventures LP
By: /s/ Denise Pollard-Knight
---------------------------------------
Dated: August 23, 2005
