SCHEDULE
13G
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
Under
the
Securities Exchange Act of 1934
(Amendment
No. )*
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Acadia
Pharmaceuticals, Inc.
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(Name
of Issuer)
Common
Stock, par value $0.0001 per share
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(Title
of Class of Securities)
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004225108
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(CUSIP
Number)
March
1, 2007
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(Date
of Event which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
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
Page
1 of
8 Pages
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)
(a)
¨
(b)
x
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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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|
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6
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SHARED
VOTING POWER
2,009,136
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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
2,009,136
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,009,136
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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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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
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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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||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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||
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3
|
SEC
USE ONLY
|
||
|
4
|
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
2,009,136
|
||
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
||
|
8
|
SHARED
DISPOSITIVE POWER
2,009,136
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,009,136
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
(See
Instructions)
|
||
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
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||
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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:
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Acadia
Pharmaceuticals, Inc.
| Item 1(b) |
Address
of Issuer’s Principal Executive
Offices:
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3911
Sorrento Valley Boulevard
San
Diego, California 92121
| Item 2(a) |
Name
of Person Filing:
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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 10021
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Julian
C. Baker
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667
Madison Avenue
New
York, NY 10021
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| Item 2(c) |
Citizenship:
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Each
of
the Reporting Persons is a United States citizen.
| Item 2(d) |
Title
of Class of Securities:
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Common
Stock, par value $0.0001 per share
| Item 2(e) |
CUSIP
Number:
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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)
o
Broker or dealer
registered under Section 15 of the Exchange Act.
(b)
o
Bank as defined in
section 3(a)(6) of the Exchange Act.
(c)
o
Insurance company as defined in section
3(a)(19) of the Exchange Act.
(d)
o
Investment company registered under
section 8 of the Investment Company Act of 1940.
(e)
o
An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E).
Page
4 of
8 Pages
(f)
o
An employee benefit plan or endowment
fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)
o
A parent holding company or control
person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)
o
A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act.
(i)
o
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)
o
Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
| Item 4. |
Ownership.
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Set
forth
below is the aggregate number of shares of Common Stock held, including shares
that maybe acquired upon the exercise of Warrants and Options, 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 30,026,326
shares
outstanding, as reported on the Company’s SEC Form 10K filed on March 9, 2007.
Such percentage figures are calculated on the basis that the shares of Warrants
and Options owned by the Reporting Persons are deemed converted into or
exercised for shares of Common Stock but other outstanding shares of Warrants
and Options 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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Baker
Bros. Investments I, L.P.
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20,354
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0.1
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%
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Baker
Bros. Investments II, L.P.
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8,873
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0.0
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%
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Baker
Biotech Fund I, L.P.
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514,917
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1.7
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%
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Baker
Brothers Life Sciences, L.P.
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1,410,708
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4.7
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%
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14159,
L.P.
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33,968
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0.1
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%
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Baker/Tisch
Investments, L.P.
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20,316
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0.1
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%
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Total
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2,009,136
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6.7
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%
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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.
| 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. N/A
Page
5 of
8 Pages
| 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.
| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on by the Parent Holding Company or Control
Person.
|
N/A
| Item 8. |
Identification
and Classification of Members of the
Group.
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N/A
| Item 9. |
Notice
of Dissolution of Group.
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N/A
| 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.
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.
| April 4, 2007 | ||
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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.
| April 4, 2007 | ||
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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