Vanda Pharmaceuticals Inc. — Director's Dealing 2019

May 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vanda Pharmaceuticals Inc. (VNDA)
CIK: 0001347178
Period of Report: 2019-05-17

Reporting Person: Polymeropoulos Mihael Hristos (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-17	Common Stock	M	97373	$12.55	Acquired	1276343	Direct
2019-05-17	Common Stock	S	77225	$15.5609	Disposed	1199118	Direct
2019-05-20	Common Stock	M	73608	$12.55	Acquired	1272726	Direct
2019-05-20	Common Stock	S	67418	$15.1159	Disposed	1205308	Direct
2019-05-21	Common Stock	M	79019	$12.55	Acquired	1284327	Direct
2019-05-21	Common Stock	S	72872	$15.3413	Disposed	1211455	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-17	Employee Stock Option (Right to Buy)	$12.55	M	97373	Disposed	2019-05-21	Common Stock (97373)	Direct
2019-05-20	Employee Stock Option (Right to Buy)	$12.55	M	73608	Disposed	2019-05-21	Common Stock (73608)	Direct
2019-05-21	Employee Stock Option (Right to Buy)	$12.55	M	79019	Disposed	2019-05-21	Common Stock (79019)	Direct

Footnotes

F1: Represents shares of the Issuer's common stock sold to satisfy a portion of the exercise price and certain tax obligations relating to the acquisition of shares of the Issuer's common stock in connection with the exercise of certain stock options, which were scheduled to expire May 21, 2019 as reflected in this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.38 to $16.07, 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.

F3: Represents shares of the Issuer's common stock sold to satisfy the exercise price and certain tax obligations relating to the acquisition of shares of the Issuer's common stock in connection with the exercise of certain stock options, which were scheduled to expire May 21, 2019 as reflected in this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.99 to $15.25, 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 (4) to this Form 4.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.92 to $15.81, 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 (5) to this Form 4.

F6: The option vests each month with respect to 2.0833% of the aggregate option share total.