Vanda Pharmaceuticals Inc. — Director's Dealing 2009

Jan 20, 2009

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Vanda Pharmaceuticals Inc. (VNDA)
CIK: 0001347178
Period of Report: 2009-01-09

Reporting Person: Feeney John Joseph (Chief Medical Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Common Stock	40000	Direct
Common Stock	5000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$8.73	2017-11-28	Common Stock (20000)		Direct
Employee Stock Option (Right to Buy)	$5.76	2018-01-03	Common Stock (1250)		Direct
Employee Stock Option (Right to Buy)	$1.02	2018-09-18	Common Stock (15000)		Direct

Footnotes

F1: These shares are represented by restricted stock units. 50% of such shares vest upon approval by the FDA of the NDA for iloperidone, Vanda Pharmaceuticals Inc.'s lead product candidate, and 50% of such shares vest on December 31, 2009. Upon a change of control of Vanda Pharmaceuticals Inc., 100% of the unvested restricted stock units will vest upon the consummation of the change in control.

F2: Exercisable with respect to 25% of the shares one year after the grant, exercisable with respect to an additional 2.08333% of the aggregate shares each month thereafter.

F3: The option vests each month with respect to 2.0833% of the aggregate option share total.