Vanda Pharmaceuticals Inc. — Director's Dealing 2014

Dec 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vanda Pharmaceuticals Inc. (VNDA)
CIK: 0001347178
Period of Report: 2014-12-23

Reporting Person: Flynn James E (10% Owner, Possible Member of 10% Group)
Reporting Person: Deerfield Mgmt L.P. (10% Owner, Possible Member of 10% Group)
Reporting Person: DEERFIELD MANAGEMENT CO (10% Owner, Possible Member of 10% Group)
Reporting Person: Deerfield International Master Fund, L.P. (10% Owner, Possible Member of 10% Group)
Reporting Person: DEERFIELD PARTNERS, LP (10% Owner, Possible Member of 10% Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-23	Common Stock	P	11100	$14.23	Acquired	1285881	Indirect
2014-12-23	Common Stock	P	13900	$14.23	Acquired	1598601	Indirect
2014-12-23	Common Stock	P	13320	$14.48	Acquired	1299201	Indirect
2014-12-23	Common Stock	P	16680	$14.48	Acquired	1615281	Indirect
2014-12-23	Common Stock	P	11100	$14.50	Acquired	1310301	Indirect
2014-12-23	Common Stock	P	13900	$14.50	Acquired	1629181	Indirect
2014-12-23	Common Stock	P	8880	$14.33	Acquired	1319181	Indirect
2014-12-23	Common Stock	P	11120	$14.33	Acquired	1640301	Indirect
2014-12-23	Common Stock	P	11100	$14.30	Acquired	1330281	Indirect
2014-12-23	Common Stock	P	13900	$14.30	Acquired	1654201	Indirect
2014-12-23	Common Stock	P	16434	$14.48	Acquired	1346715	Indirect
2014-12-23	Common Stock	P	20580	$14.48	Acquired	1674781	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	610588	Indirect
Common Stock	507703	Indirect

Footnotes

F1: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.

F2: In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.