Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________
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SCHEDULE
13G
(RULE
13d-102)
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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)
___________
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(Amendment
No. 2)*
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ACADIA
PHARMACEUTICALS INC.
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(Name
of Issuer)
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Common
Stock, par value $0.0001
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004225108 | |
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(Title
of class of securities)
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(CUSIP
number)
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December
31, 2009
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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:
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¨
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Rule
13d-1(b)
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¨
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Rule
13d-1(c)
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x
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Rule
13d-1(d)
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__________
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*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 the disclosures provided in a prior cover
page.
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The
information required in 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 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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Continued
on Following Pages
Page
1 of 6
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CUSIP
No.
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004225108
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13G
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Page
2 of 6
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1
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NAME
OF REPORTING PERSONS:
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Nomura
International plc on behalf of
Nomura
Phase4 Ventures LP, Nomura Phase4 GP Limited and Nomura Phase4
Ventures Limited
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*
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(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:
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England
and Wales
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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:
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Shares
of Common Stock: 0
Warrants
to purchase Common Stock: 549,752
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6
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SHARED
VOTING POWER:
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0
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7
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SOLE
DISPOSITIVE POWER:
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Shares
of Common Stock: 0
Warrants
to purchase Common Stock: 549,752
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8
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SHARED
DISPOSITIVE POWER:
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0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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Shares
of Common Stock: 0
Warrants
to purchase Common Stock: 549,752
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:*
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[ ]
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
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1.4%
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12
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TYPE
OF REPORTING PERSON:
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CO,
OO
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ITEM
1.
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NAME
OF ISSUER AND ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE
OFFICES
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(a) and
(b) This
Statement on Schedule 13G (the “Schedule 13G”) relates to the Common Stock, par
value $0.0001 per share (the “Common Stock”), of ACADIA Pharmaceuticals Inc., a
Delaware corporation (the “Issuer”). The address of the principal
executive offices of the Issuer is 3911 Sorrento Valley Boulevard, San Diego,
CA 92121.
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ITEM
2.
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NAME
OF PERSON FILING
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(a) Name
of Persons Filing:
See Item
1 on the cover page. See also Schedule I.
(b) Address
of Principal Business Office or, if None, Residence:
Nomura
House
1 St
Martins-le-Grand
London,
EC1A 4NP
United
Kingdom
(c), (d)
and (e) For
information with respect to citizenship of each of the Reporting Persons, title
of class of securities and CUSIP number for the shares held by such persons, see
the cover page above.
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ITEM
3.
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IF
THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS:
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Not
applicable.
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ITEM
4.
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OWNERSHIP
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(a) –
(c) The
response of the Reporting Persons to Items 5 through 11 on the Cover Sheet which
relate to the beneficial ownership of the Common Stock of the Issuer is
incorporated herein by reference. The percentage ownership of the
reporting persons is based on 38,266,843 shares of Common Stock outstanding as
of October 30, 2009, as reported by the Issuer in its Form 10-Q for the period
ending September 30, 2009 filed with the Securities and Exchange Commission on
November 9, 2009.
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ITEM
5.
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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 person has ceased to be
the beneficial owner of more than five percent of the class of Securities, check
the following|X|.
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ITEM
6.
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OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
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Not
applicable.
Page 3
of 6
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ITEM
7.
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IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING
COMPANY
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See
Schedule I.
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ITEM
8.
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IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE
GROUP.
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Not
applicable.
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ITEM
9.
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NOTICE
OF DISSOLUTION OF GROUP
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Not
applicable.
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ITEM
10.
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CERTIFICATION
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(a) Not
applicable.
(b) By
signing below, the undersigned certifies that, to the best of his or its
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.
[The
remainder of this page intentionally left blank.]
Page 4
of 6
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
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Date
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February
12, 2010
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NOMURA
INTERNATIONAL PLC
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By:
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/s/ Denise Pollard-Knight | |||
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Name:
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Denise Pollard-Knight | |||
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Title:
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Managing Director | |||
Page 5
of 6
SCHEDULE
I
This
statement is being filed by Nomura International plc ("NI"), a public limited
company incorporated under the laws of England and Wales, on behalf of itself
and Nomura Phase4 Ventures LP (“NLP”), Nomura Phase4 GP Limited (“NGP”) and
Nomura Phase4 Ventures Limited (“NVL”) (collectively, the “Reporting
Persons”). Each of the Reporting Persons has the address
of Nomura House, 1 St Martins-le-Grand, London, EC1A 4NP, United
Kingdom. NI owns directly all of the stock of NVL. NVL
owns directly all of the stock of NGP. NGP is the general partner of
NLP and NVL 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. Additionally NLP acquired a
warrant to purchase 549,752 shares of Common Stock of the Issuer (the
“Warrant”). The exercise period of the Warrant began 180 days after
April 19, 2005 and will end April 19, 2010, unless terminated sooner pursuant to
the terms of the Warrant.
NI, NGP
and NVL each disclaim beneficial ownership of the securities held directly by
NLP.
Page 6
of 6