Vanda Pharmaceuticals Inc. — Major Shareholding Notification 2012

Dec 10, 2012

SC 13G 1 c71904_sc13g.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Vanda Pharmaceuticals Inc.
(Name
of Issuer)
Common Stock, par value $0.001 per share
(Title
of Class of Securities)
921659108
(CUSIP
Number)
October 8, 2012
(Date
of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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CUSIP No. 921659108 13G Page 2 of 10 Pages

| 1. | NAMES OF REPORTING PERSONS | | | --- | --- | --- | | | Great Point Partners, LLC | | | | I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | | | | 37-1475292 | | | 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | | | (a) | o | | | (b) | o | | 3. | SEC USE ONLY | | | 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | | | | USA | |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER | | --- | --- | | | 0 | | 6. | SHARED VOTING POWER | | | 1,930,000 | | 7. | SOLE DISPOSITIVE POWER | | | 0 | | 8. | SHARED DISPOSITIVE POWER | | | 1,930,000 |

| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | --- | --- | --- | | | 1,930,000 | | | 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | o | | 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | | 6.84% 1 | | | 12. | TYPE OF REPORTING PERSON (See Instructions) | | | | OO | |

1 Based on a total of 28,226,743 shares outstanding, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 8, 2012.

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CUSIP No. 921659108 13G Page 3 of 10 Pages

| 1. | NAMES OF REPORTING PERSONS | | | --- | --- | --- | | | Dr. Jeffrey R. Jay, M.D. | | | | I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | | | 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | | | (a) | o | | | (b) | o | | 3. | SEC USE ONLY | | | 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | | | | USA | |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER | | --- | --- | | | 0 | | 6. | SHARED VOTING POWER | | | 1,930,000 | | 7. | SOLE DISPOSITIVE POWER | | | 0 | | 8. | SHARED DISPOSITIVE POWER | | | 1,930,000 |

| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | --- | --- | --- | | | 1,930,000 | | | 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | o | | 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | | 6.84% 1 | | | 12. | TYPE OF REPORTING PERSON (See Instructions) | | | | IN | |

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CUSIP No. 921659108 13G Page 4 of 10 Pages

| 1. | NAMES OF REPORTING PERSONS | | | --- | --- | --- | | | Mr. David Kroin | | | | I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): | | | 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | | | (a) | o | | | (b) | o | | 3. | SEC USE ONLY | | | 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | | | | USA | |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER | | --- | --- | | | 0 | | 6. | SHARED VOTING POWER | | | 1,930,000 | | 7. | SOLE DISPOSITIVE POWER | | | 0 | | 8. | SHARED DISPOSITIVE POWER | | | 1,930,000 |

| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | --- | --- | --- | | | 1,930,000 | | | 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | o | | 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | | 6.84% 1 | | | 12. | TYPE OF REPORTING PERSON (See Instructions) | | | | IN | |

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CUSIP No. 921659108 13G Page 5 of 10 Pages

Item 1.
(a)	Name of
Issuer
	Vanda
Pharmaceuticals Inc.
(b)	Address of
Issuer’s Principal Executive Offices
	2200
Pennsylvania Avenue, N.W., Suite 300 E, Washington, D.C. 20037
Item 2.
(a)	Name of
Person Filing

		Dr. Jeffrey
R. Jay, M.D.
		Mr. David
Kroin
	The
Reporting Persons have entered into a Joint Filing Agreement, dated December
10, 2012, a copy of which is filed with this Schedule 13G as Exhibit A,
pursuant to which the Reporting Persons have agreed to file this statement
jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
	(b)	Address of
Principal Business Office, or if none, Residence
		The address
of the principal business office of each of the Reporting Persons is
		165 Mason
Street, 3rd Floor
		Greenwich,
CT 06830
	(c)	Citizenship
	Great Point
Partners, LLC is a limited liability company organized under the laws of the
State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United
States. Mr. David Kroin is a citizen of the United States.
	(d)	Title of
Class of Securities
		Common
Stock, par value $0.001 per share
	(e)	CUSIP Number
		921659108
Item 3.	If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
		Not
Applicable.

| (a) | o | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o) | | --- | --- | --- | | (b) | o | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | | (c) | o | Insurance company as defined in Section 3(a)(19) of the Act (15. U.S.C. 78c). | | (d) | o | Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | | (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |

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CUSIP No. 921659108 13G Page 6 of 10 Pages

| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | | --- | --- | --- | | (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | | (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | | (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | | (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |

Item 4.
Biomedical
Value Fund, L.P. (“BVF”) is the record owner of 945,705 shares of Common
Stock (the “BVF Shares”). Great Point
Partners, LLC (“Great Point”) is the investment manager of BVF, and by virtue
of such status may be deemed to be the beneficial owner of the BVF
Shares. Each of Dr. Jeffrey R. Jay,
M.D. (“Dr. Jay”), as senior managing member of Great Point, and Mr. David
Kroin (“Mr. Kroin”), as special managing member of Great Point, has voting
and investment power with respect to the BVF Shares, and therefore may be
deemed to be the beneficial owner of the BVF Shares.
Biomedical
Offshore Value Fund, Ltd. (“BOVF”) is the record owner of 636,897 shares of
Common Stock (the “BOVF Shares”). Great Point is the investment manager of
BOVF, and by virtue of such status may be deemed to be the beneficial owner
of the BOVF Shares. Each of Dr. Jay,
as senior managing member of Great Point, and Mr. Kroin, as special managing
member of Great Point, has voting and investment power with respect to the
BOVF Shares, and therefore may be deemed to be the beneficial owner of the
BOVF Shares.
Biomedical
Institutional Value Fund, L.P. (“BIVF”) is the record owner of 347,398 shares
of Common Stock (the “BIVF Shares”).
Great Point is the investment manager of BIVF, and by virtue of such
status may be deemed to be the beneficial owner of the BIVF Shares. Each of Dr. Jay, as senior managing member
of Great Point, and Mr. Kroin, as special managing member of Great Point, has
voting and investment power with respect to the BIVF Shares, and therefore
may be deemed to be the beneficial owner of the BIVF Shares.
Notwithstanding
the above, Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership
of the BVF Shares, the BOVF Shares and the BIVF Shares described above,
except to the extent of their respective pecuniary interests.
Provide the
following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.

1.	Great Point Partners, LLC
(a)	Amount
beneficially owned: 1,930,000
(b)	Percent of
class: 6.84% 1
(c)	Number of
shares as to which the person has:
	(i)	Sole power
to vote or to direct the vote: - 0 -
	(ii)	Shared power
to vote or to direct the vote: 1,930,000

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CUSIP No. 921659108 13G Page 7 of 10 Pages

| | (iii) | Sole power to dispose or to direct the disposition of: - 0 -. | | --- | --- | --- | | | (iv) | Shared power to dispose or to direct the disposition of: 1,930,000 | | 2. | Dr. Jeffrey R. Jay, M.D. | | | (a) | Amount beneficially owned: 1,930,000 | | | (b) | Percent of class: 6.84% 1 | | | (c) | Number of shares as to which the person has: | | | | (i) | Sole power to vote or to direct the vote: 0. | | | (ii) | Shared power to vote or to direct the vote: 1,930,000 | | | (iii) | Sole power to dispose or to direct the disposition of: 0. | | | (iv) | Shared power to dispose or to direct the disposition of: 1,930,000 | | 3. | Mr. David Kroin | | | (a) | Amount beneficially owned: 1,930,000 | | | (b) | Percent of class: 6.84% 1 | | | (c) | Number of shares as to which the person has: | | | | (i) | Sole power to vote or to direct the vote: 0. | | | (ii) | Shared power to vote or to direct the vote: 1,930,000 | | | (iii) | Sole power to dispose or to direct the disposition of: 0. | | | (iv) | Shared power to dispose or to direct the disposition of: 1,930,000 |

Item 5.	Ownership of Five Percent or Less of a Class
If this
statement is being filed to report the fact that as of the date hereof each
of the Reporting Persons has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6.	Ownership of More than Five Percent on Behalf of Another Person:
	See Item 4.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
	Not
Applicable.
Item 8.	Identification and Classification of Members of the Group
	Not
Applicable.

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CUSIP No. 921659108 13G Page 8 of 10 Pages

Item 9.	Notice of Dissolution of Group
	Not
Applicable.
Item 10.	Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect.

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CUSIP No. 921659108 13G Page 9 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 10, 2012

| GREAT POINT

PARTNERS, LLC
By:	/s/ Dr.
Jeffrey R. Jay, M.D.
	Dr. Jeffrey
R. Jay, M.D.,
	as senior
managing member
/s/ Dr.
Jeffrey R. Jay, M.D.
DR. JEFFREY
R. JAY, M.D.
/s/ Mr.
David Kroin
MR. DAVID
KROIN

9

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: December 10, 2012

| GREAT POINT

PARTNERS, LLC
By:	/s/ Dr.
Jeffrey R. Jay, M.D.
	Dr. Jeffrey
R. Jay, M.D.,
	as senior
managing member
/s/ Dr.
Jeffrey R. Jay, M.D.
DR. JEFFREY
R. JAY, M.D.
/s/ Mr.
David Kroin
MR. DAVID
KROIN

10