Vanda Pharmaceuticals Inc. — Director's Dealing 2014

Feb 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vanda Pharmaceuticals Inc. (VNDA)
CIK: 0001347178
Period of Report: 2014-02-18

Reporting Person: Baroldi Paolo (SVP & Chief Medical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-18	Common Stock	M	12500	—	Acquired	26625	Direct
2014-02-18	Common Stock	F	4640	$13.46	Disposed	21985	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Restricted Stock Unit	$	M	12500	Disposed		Common Stock (12500)	Direct

Footnotes

F1: Each Restricted Stock Unit ("RSU") represents a contingent right to receive a share of the Issuer's common stock.

F2: Represents shares of the Issuer's common stock withheld 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.

F3: The RSUs shall vest in four equal annual installments beginning January 1, 2014, provided Mr. Baroldi 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.

F4: Not Applicable.