Initial Statement of Beneficial Ownership (3)
August 21 2019 - 4:46PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
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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
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1. Name and Address of Reporting Person
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Jones Aranthan II
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2. Date of Event Requiring Statement (MM/DD/YYYY)
8/19/2019
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3. Issuer Name
and
Ticker or Trading Symbol
Vanda Pharmaceuticals Inc. [VNDA]
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(Last)
(First)
(Middle)
C/O VANDA PHARMACEUTICALS INC., 2200 PENNSYLVANIA AVENUE, SUITE 300E
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Chief Corp. Affairs Officer /
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(Street)
WASHINGTON, DC 20037
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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60000
(1)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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(2)
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7/24/2029
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Common Stock
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60000
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$12.27
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D
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Explanation of Responses:
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(1)
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Represents shares of common stock underlying a time-based restricted stock unit award ("RSU"). The RSU vests in four (4) equal annual installments beginning July 25, 2020, provided the 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.
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(2)
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The option vests and becomes exercisable with respect to 1/4 of the shares subject to the option on July 25, 2020 (the "Initial Vesting Date"), provided the Reporting Person remains continuously employed by the issuer through the Initial Vesting Date, and with respect to the remaining 3/4 of the shares in 36 equal monthly installments beginning August 25, 2020, provided the Reporting Person remains continuously employed by the issuer through each monthly vesting date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Jones Aranthan II
C/O VANDA PHARMACEUTICALS INC.
2200 PENNSYLVANIA AVENUE, SUITE 300E
WASHINGTON, DC 20037
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Chief Corp. Affairs Officer
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Signatures
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/s/ Aranthan S. Jones II
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8/21/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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