Vanda Pharmaceuticals Inc. — Director's Dealing 2022

Mar 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vanda Pharmaceuticals Inc. (VNDA)
CIK: 0001347178
Period of Report: 2022-02-28

Reporting Person: Polymeropoulos Mihael Hristos (Director, President and CEO, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-28	Common Stock	A	115000	$0.00	Acquired	1389862	Direct
2022-03-01	Common Stock	S	7508	$11.19	Disposed	1382354	Direct
2022-03-02	Common Stock	S	29588	$11.1513	Disposed	1352766	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-28	Stock Option (Right to Buy)	$11.36	A	275000	Acquired	2032-02-27	Common Stock (275000)	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, 2023, 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: Represents shares of the Issuer's common stock sold 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. Such sale was executed pursuant to an irrevocable election made by the Reporting Person during an open trading window under a program approved by the Compensation Committee of the Issuer's Board of Directors.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.08 to $11.23, 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 (3) to this Form 4.

F4: The option vests with respect to 25% of the underlying shares on February 28, 2023, 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.