Sec Form 4 Filing - Baroldi Paolo @ Vanda Pharmaceuticals Inc. - 2016-01-04

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Baroldi Paolo
2. Issuer Name and Ticker or Trading Symbol
Vanda Pharmaceuticals Inc. [ VNDA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP & Chief Medical Officer
(Last) (First) (Middle)
2200 PENNSYLVANIA AVENUE, SUITE 300E
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2016
(Street)
WASHINGTON, DC20037
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 01/04/2016 M 12,500 A 43,045 D
Common Stock 01/04/2016 M 5,000 A 48,045 D
Common Stock 01/04/2016 M 5,000 A 53,045 D
Common Stock 01/04/2016 S( 2 ) 12,380 D $ 8.96 ( 3 ) 40,665 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Restricted Stock Unit ( 1 ) 01/04/2016 M 12,500 ( 4 ) ( 5 ) Common Stock 12,500 $ 0 12,500 D
Restricted Stock Unit ( 1 ) 01/04/2016 M 5,000 ( 6 ) ( 5 ) Common Stock 5,000 $ 0 10,000 D
Restricted Stock Unit ( 1 ) 01/04/2016 M 5,000 ( 7 ) ( 5 ) Common Stock 5,000 $ 0 15,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Baroldi Paolo
2200 PENNSYLVANIA AVENUE
SUITE 300E
WASHINGTON, DC20037
SVP & Chief Medical Officer
Signatures
/s/ Paolo Baroldi 01/06/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each Restricted Stock Unit ("RSU") represents a contingent right to receive a share of the Issuer's common stock.
( 2 )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.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.88 to $9.14, 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 )The RSUs shall vest in four (4) equal annual installments beginning January 1, 2014, provided Reporting Person has remained in continuous service with the Issuer on each applicable 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.
( 5 )Not Applicable.
( 6 )The RSUs shall 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 Permissable Trading Day (as defined in the RSU Agreement) that occurs on or after the day when the RSUs vest.
( 7 )The RSUs shall 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 Permissable Trading Day (as defined in the RSU Agreement) that occurs on or after the day when the RSUs vest.

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).
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