Vanda Pharmaceuticals Inc. — Director's Dealing 2021

Feb 26, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vanda Pharmaceuticals Inc. (VNDA)
CIK: 0001347178
Period of Report: 2021-02-24

Reporting Person: Jones Aranthan II (Chief Corp. Affairs Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-24	Common Stock	A	25800	—	Acquired	101287	Direct
2021-02-24	Common Stock	M	22499	$12.27	Acquired	123786	Direct
2021-02-24	Common Stock	S	22986	$20.0136	Disposed	100800	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-24	Employee Stock Option (Right to Buy)	$20.28	A	61200	Acquired	2031-02-23	Common Stock (61200)	Direct
2021-02-24	Employee Stock Option (Right to Buy)	$12.27	M	22499	Disposed	2029-07-24	Common Stock (22499)	Direct

Footnotes

F1: Represents shares of common stock underlying a time-based restricted stock unit award ("RSU"). The RSU vests in four (4) equal annual installments with the first annual vest taking place on March 1, 2022, provided the Reporting Person remains continuously employed by the Issuer through each annual 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.

F2: A portion of the shares were sold to satisfy the exercise price and tax obligations relating to the acquisition of the shares in connection with the stock option exercise.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.08, 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.

F4: The option vests with respect to 25% of the underlying shares on February 24, 2022, with the balance vesting in equal monthly installments over the next 36 months of continuous service thereafter, provided the Reporting Person provides continuous service to the Issuer through the applicable vesting date.

F5: The option vested and became exercisable with respect to 25% of the shares subject to the option on July 25, 2020, and the remaining 75% of the shares vests in 36 equal monthly installments beginning August 25, 2020, provided the Reporting Person remains continuously employed by the issuer through each monthly vesting date.