Sec Form 4 Filing - Jones Aranthan II @ Vanda Pharmaceuticals Inc. - 2021-09-15

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 Jones Aranthan II 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) Chief Corp. Affairs Officer (Last) (First) (Middle) C/O VANDA PHARMACEUTICALS INC., 2200 PENNSYLVANIA AVENUE, SUITE 300E 3. Date of Earliest Transaction (MM/DD/YY) 09/15/2021 (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 09/15/2021 M 4,277 A $ 12.27 90,962 D Common Stock 09/15/2021 M 7,842 A $ 11.32 98,804 D Common Stock 09/15/2021 S( 1 ) 16,824 D $ 16.488 ( 2 ) 81,980 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 Employee Stock Option (Right to Buy) $ 12.27 09/15/2021 M 4,277 ( 3 ) 07/24/2029 Common Stock 4,277 $ 0 33,224 D Employee Stock Option (Right to Buy) $ 11.32 09/15/2021 M 7,842 ( 4 ) 02/25/2030 Common Stock 7,842 $ 0 47,158 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jones Aranthan II C/O VANDA PHARMACEUTICALS INC. 2200 PENNSYLVANIA AVENUE, SUITE 300E WASHINGTON, DC20037 Chief Corp. Affairs Officer Signatures /s/ Aranthan S. Jones II 09/17/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )A portion of the shares was sold to satisfy the exercise price and tax obligations relating to the acquisition of the shares in connection with the stock option exercise. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.40 to $16.605, 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 (2) to this Form 4. ( 3 )The option vested with respect to 25% of the underlying shares on July 25, 2020, with the remaining 75% of the shares vesting in 36 equal monthly installments beginning August 25, 2020, provided the Reporting Person remains continuously employed by the Issuer through each monthly vesting date. ( 4 )The option vested with respect to 25% of the underlying shares on February 26, 2021, with the balance vesting in equal monthly installments over the next 36 months of continuous service thereafter, provided the Reporting Person remains continuously employed by the Issuer through the applicable vesting 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).

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