SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2 (b)
(Amendment No. 1)*
ACADIA PHARMACEUTICALS INC.
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(Name of Issuer)
Common Stock, $0.0001 par value
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(Title of Class of Securities)
0042251084
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(CUSIP Number)
December 31, 2005
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(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 ("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).
CUSIP No. 0042251084 13G
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph Edelman
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
1,866,693
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,835,977
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
30,716
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,866,693
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.96%
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12. TYPE OF REPORTING PERSON*
IN
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CUSIP No. 0042251084 13G
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Kevin Williams
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
30,716
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,716
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.13%
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12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
Item 1.
(a) Name of Issuer.
Acadia Pharmaceuticals Inc.
(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 with respect to shares of Common
Stock of the Issuer which are beneficially owned by Joseph Edelman.
See Item 4 below.
(b) Address of Principal Business Office or, if none, Residence.
The principal business address of the reporting person is:
c/o First New York Securities, LLC
850 Third Avenue, 8th Floor
New York, NY 10022
(c) Citizenship.
Mr. Edelman is a United States citizen.
(d) Title of Class of Securities.
Common Stock, $0.0001 par value
(e) CUSIP Number.
0042251084
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Act.
(c) |_| Insurance Company as defined in Section 3(a)(19) of the Act.
(d) |_| Investment Company registered under Section 8 of the
Investment Company Act.
(e) |_| Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) |_| Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d(Y)1(b)(1)(ii)(F).
(g) |_| Parent holding company, in accordance with Rule
13d-1(b)(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).
If this statement is filed pursuant to Sec. 240.13d-1(c), check this box
|X|.
Item 4. Ownership
(a) Amount Beneficially Owned.
Mr. Edelman: 1,866,693 (comprised of (i) 1,742,406 shares held by
Perceptive Life Sciences Master Fund Ltd., a Cayman Islands company
of which the investment manager is Perceptive Advisors LLC, a
Delaware limited liability company of which Mr. Edelman is the
managing member, 30,716 shares of which Mr. Edelman shares
dispositive power with Mr. Williams and (ii) 124,287 shares held in
an account of First New York Trading, LLC, of which Mr. Edelman has
voting and dispositive power).
Mr. Williams: 30,716 (comprised of 30,716 shares held by the
Perceptive Life Sciences Master Fund Ltd., of which Mr. Williams
shares dispositive power with Mr. Edelman).
(b) Percent of Class. 7.96%
(c) Number of shares as to which each such person has
(i) sole power to vote or to direct the vote: Edelman: 1,866,693
Williams: 0
(ii) shared power to vote or to direct the
vote: Edelman: 0
Williams: 0
(iii) sole power to dispose or to direct the
disposition of: Edelman: 1,835,977
Williams: 0
(iv) shared power to dispose or to direct
the disposition of: Edelman: 30,716
Williams: 30,716
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
|_|
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
As referred to in Item 4, other persons have the right to receive and
the power to direct the receipt of dividends from, and the proceeds from
the sale of, certain of the shares reported herein. In that regard Mr.
Edelman is the managing member of Perceptive Advisors LLC, the
investment manager of Perceptive Life Sciences Master Fund Ltd. ("Master
Fund"). Accordingly, the Master Fund has the right to receive and the
power to direct the receipt of, dividends and the proceeds from the sale
of the shares reported herein that are held through the Master Fund.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
See Exhibit B.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
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.
SIGNATURE
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.
Date: February 14, 2006
/s/ Joseph Edelman
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Joseph Edelman
/s/ Kevin Williams
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Kevin Williams
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
EXHIBIT A
The undersigned hereby agree jointly to prepare and file with regulatory
authorities a Schedule 13G and any amendments thereto reporting each of the
undersigned's ownership of securities of Acadia Pharmaceuticals Inc. and hereby
affirm that such Schedule 13G is being filed on behalf of each of the
undersigned.
Date: February 14, 2006
/s/ Joseph Edelman
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Joseph Edelman
/s/ Kevin Williams
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Kevin Williams
EXHIBIT B
As discussed in Item 4(a) certain shares reported herein are held through
Perceptive Life Sciences Master Fund Ltd., a Cayman Islands company, of which
Joseph Edelman is the managing member of the fund's investment manager.
EXHIBIT C
Joseph Edelman and Kevin Williams may be deemed to constitute a group for
purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Messrs.
Edelman and Williams disclaim the existence of such a group.