FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Birznieks Gunther

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/23/2017 

3. Issuer Name and Ticker or Trading Symbol

Vanda Pharmaceuticals Inc. [VNDA]

(Last)        (First)        (Middle)

2200 PENNSYLVANIA AVE NW, SUITE 300E

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP, Business Development /

(Street)

WASHINGTON, DC 20037       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   126934   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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
Employee Stock Option (Right to Buy)     (2) 12/6/2022   Common Stock   1250   $3.12   D    
Employee Stock Option (Right to Buy)     (3) 12/1/2023   Common Stock   14063   $11.59   D    
Employee Stock Option (Right to Buy)     (4) 12/3/2024   Common Stock   33750   $12.27   D    
Employee Stock Option (Right to Buy)     (5) 2/11/2026   Common Stock   61250   $7.94   D    
Employee Stock Option (Right to Buy)     (6) 2/28/2027   Common Stock   70000   $14.50   D    

Explanation of Responses:
( 1)  Includes 106,250 restricted stock units subject to time-based vesting.
( 2)  The shares subject to this option shall vest in forty-eight (48) equal monthly installments beginning December 7, 2012, provided Reporting Person remains continuously employed by the Issuer through each monthly vesting date.
( 3)  The shares subject to this option shall vest in forty-eight (48) equal monthly installments beginning December 2, 2013, provided Reporting Person remains continuously employed by the Issuer through each monthly vesting date.
( 4)  The shares subject to this option shall vest in forty-eight (48) equal monthly installments beginning December 4, 2014, provided Reporting Person remains continuously employed by the Issuer through each monthly vesting date.
( 5)  The shares subject to this option shall vest in forty-eight (48) equal monthly installments beginning February 12, 2016, provided Reporting Person remains continuously employed by the Issuer through each monthly vesting date.
( 6)  The shares subject to this option shall vest in forty-eight (48) equal monthly installments beginning March 1, 2017, provided Reporting Person remains continuously employed by the Issuer through each monthly vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Birznieks Gunther
2200 PENNSYLVANIA AVE NW, SUITE 300E
WASHINGTON, DC 20037


SVP, Business Development

Signatures
/s/ Gunther Birznieks 3/31/2017
** 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 control number.
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