FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *

Polymeropoulos Mihael Hristos
2. Issuer Name and Ticker or Trading Symbol

Vanda Pharmaceuticals Inc. [ VNDA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

2200 PENNSYLVANIA AVENUE, SUITE 300E
3. Date of Earliest Transaction (MM/DD/YYYY)

1/2/2018
(Street)

WASHINGTON, DC 20037
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   12/28/2017     G (1)   V (1) 10000   D $0.00   1031848   D    
Common Stock   1/2/2018     M    250000   A $5.76   1281848   D    
Common Stock   1/2/2018     S (2)    170225   D $15.2958   (3) 1111623   D    
Common Stock   1/2/2018     M (4)    12500   A   (5) 1124123   D    
Common Stock   1/2/2018     M (6)    12500   A   (5) 1149123   (7) D    
Common Stock   1/2/2018     M (8)    18750   A   (5) 1205373   (7) D    
Common Stock   1/2/2018     S (9)    21535   D $15.296   (3) 1183838   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $5.76   1/2/2018     M         250000      (10) 1/3/2018   Common Stock   250000   $0.00   0   D    
Restricted Stock Unit     (5) 1/2/2018     M         12500      (11)   (12) Common Stock   12500   $0.00   0   D    
Restricted Stock Unit     (5) 1/2/2018     M         12500      (13)   (12) Common Stock   12500   $0.00   12500   D    
Restricted Stock Unit     (5) 1/2/2018     M         18750      (14)   (12) Common Stock   18750   $0.00   37500   D    

Explanation of Responses:
(1)  Represents a gift to a charitable organization.
(2)  Represents shares of the Issuer's common stock sold to satisfy the exercise price and certain tax obligations relating to the acquisition of shares of the Issuer's common stock in connection with the exercise of certain stock options, which were scheduled to expire January 3, 2018 as reflected in this Form 4. Such sale was executed pursuant to an irrevocable election made by the Reporting Person during an open trading window under a program approved by the Compensation Committee of the Issuer's Board of Directors.
(3)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.25 to $15.45, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4.
(4)  Each Restricted Stock Unit ("RSU") was previously reported on Table II on a Form 4 filed with the Securities and Exchange Commission ("SEC") on December 4, 2013.
(5)  Each RSU represents a contingent right to receive a share of the Issuer's Common Stock.
(6)  Each RSU was previously reported on Table II on a Form 4 filed with the SEC on December 5, 2014.
(7)  Starting with the January 2, 2018 vesting of the RSUs, the Issuer's method of reporting RSUs has been revised to report such grants in Table I rather than as previously reported in Table II. Accordingly, the share numbers reported in Column 5 of Table I includes unvested RSUs previously reported in Table II.
(8)  Each RSU was previously reported on Table II on a Form 4 filed with the SEC on February 17, 2016.
(9)  Represents shares of the Issuer's common stock sold to satisfy tax obligations relating to the acquisition of shares of the Issuer's common stock in connection with the settlement of the vested portion of RSUs as reflected in this Form 4. Such sale was executed pursuant to an irrevocable election made by the Reporting Person during an open trading window under a program approved by the Compensation Committee of the Issuer's Board of Directors.
(10)  The option vested in 48 equal monthly installments beginning on February 4, 2008.
(11)  The RSUs vest in four (4) equal annual installments beginning January 1, 2015, provided Reporting Person remains continuously employed by the Issuer through each annual vesting date. Vested shares will be delivered on the First Permissible Trading Day (as defined in the RSU Agreement) that occurs on or after the day when the RSUs vest.
(12)  Not Applicable.
(13)  The RSUs vest in four (4) equal annual installments beginning January 1, 2016, provided Reporting Person remains continuously employed by the Issuer through each annual vesting date. Vested shares will be delivered on the First Permissible Trading Day (as defined in the RSU Agreement) that occurs on or after the day when the RSUs vest.
(14)  The RSUs vest in four (4) equal annual installments beginning January 1, 2017, provided Reporting Person remains continuously employed by the Issuer through each annual vesting date. Vested shares will be delivered on the First Permissible Trading Day (as defined in the RSU Agreement) that occurs on or after the day when the RSUs vest.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Polymeropoulos Mihael Hristos
2200 PENNSYLVANIA AVENUE
SUITE 300E
WASHINGTON, DC 20037
X
President and CEO

Signatures
/s/ Mihael Hristos Polymeropoulos 1/4/2018
** 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 4(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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