SEC Filing - Vanda Pharmaceuticals Inc.

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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CARE CAPITAL II LLC

(Last)

(First)

(Middle)

47 HULFISH STREET

SUITE 310

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vanda Pharmaceuticals Inc. [ VNDA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/18/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/18/2006		C		1,442,552⁽³⁾	A	⁽¹⁾	1,444,002⁽³⁾	I	See Footnote⁽⁶⁾
Common Stock	04/18/2006		C		98,949⁽³⁾	A	⁽¹⁾	99,039⁽³⁾	I	See Footnote⁽⁷⁾
Common Stock	04/18/2006		C		1,938,203⁽³⁾	A	⁽²⁾	3,382,205⁽³⁾	I	See Footnote⁽⁶⁾
Common Stock	04/18/2006		C		132,961⁽³⁾	A	⁽²⁾	232,000⁽³⁾	I	See Footnote⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	04/18/2006		C			4,774,500	⁽⁴⁾	⁽⁵⁾	Common Stock	1,442,552⁽³⁾	⁽¹⁾	0	I	See Footnote⁽⁶⁾
Series A Preferred Stock	⁽¹⁾	04/18/2006		C			327,500	⁽⁴⁾	⁽⁵⁾	Common Stock	98,949⁽³⁾	⁽¹⁾	0	I	See Footnote⁽⁷⁾
Series B Preferred Stock	⁽²⁾	04/18/2006		C			6,414,986	⁽⁴⁾	⁽⁵⁾	Common Stock	1,938,203⁽³⁾	⁽²⁾	0	I	See Footnote⁽⁶⁾
Series B Preferred Stock	⁽²⁾	04/18/2006		C			440,073	⁽⁴⁾	⁽⁵⁾	Common Stock	132,961⁽³⁾	⁽²⁾	0	I	See Footnote⁽⁷⁾

1. Name and Address of Reporting Person^*

CARE CAPITAL II LLC

(Last)

(First)

(Middle)

47 HULFISH STREET

SUITE 310

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CARE CAPITAL INVESTMENTS II LP

(Last)

(First)

(Middle)

47 HULFISH STREET

SUITE 310

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Care Capital Offshore Investments II LP

(Last)

(First)

(Middle)

47 HULFISH STREET

SUITE 310

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LESCHLY JAN

(Last)

(First)

(Middle)

47 HULFISH STREET

SUITE 310

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

Explanation of Responses:

1. Reflects the automatic conversion of each share of Series A Preferred Stock to one share of Common Stock to occur upon the close of business of the day immediately preceding the closing of the issuer's initial public offering.

2. Reflects the automatic conversion of each share of Series B Preferred Stock to one share of Common Stock to occur upon the close of business of the day immediately preceding the closing of the issuer's initial public offering.

3. Reflects a 1-for-3.309755 reverse stock split to occur immediately following the effectiveness of the registration statement covering the issuer's initial public offering.

4. Immediately.

5. Not applicable.

6. The reportable securities are owned directly by Care Capital Investments II, L.P. and indirectly by Care Capital II, LLC as general partner of Care Capital Investments II, L.P. Care Capital II, LLC disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that Care Capital II, LLC is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Jan Leschly is a managing member of Care Capital II, LLC. Mr. Leschly disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein

7. The reportable securities are owned directly by Care Capital Offshore Investments II, L.P. and indirectly by Care Capital II, LLC as general partner of Care Capital Offshore Investments II, L.P. Care Capital II, LLC disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that Care Capital II, LLC is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Jan Leschly is a managing member of Care Capital II, LLC. Mr. Leschly disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

	/s/ David R. Ramsay, Authorized Signatory	04/18/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

										Exhibit 24

				  POWER OF ATTORNEY

	David R. Ramsay
has signed certain of these documents
as an Authorized Signatory.  Note
that copies of the applicable
Statement Appointing Designated Filer and
Authorized Signatories
are on file wtih the appropriate agencies.

													 Exhibit 99

						JOINT FILER INFORMATION

Joint
Filer Name:		 Care Capital Investments II, L.P.

Relationship to
Issuer:	10% Owner

Address:				47 Hulfish Street, Suite 310, Princeton,
NJ 08542

Designated Filer:		 Care Capital II, LLC

Date of Event
Requiring
  Statement:			 April 18, 2006

Issuer Name and Ticker

or Trading Symbol:	   Vanda Pharmaceuticals Inc. (VNDA)



Signature			    Care Capital Investments II, L.P.

					   By:  Care
Capital II, LLC
						   Its General Partner

					   By:   /s/ David
R. Ramsay
						    ---------------------------------
						 David R.
Ramsay, Authorized Signatory




Joint Filer Name:		 Care Capital
Offshore Investments II, L.P.

Relationship to Issuer:	10% Owner


Address:				47 Hulfish Street, Suite 310, Princeton, NJ 08542


Designated Filer:		 Care Capital II, LLC

Date of Event Requiring

Statement:			 April 18, 2006

Issuer Name and Ticker
  or Trading
Symbol:	   Vanda Pharmaceuticals Inc. (VNDA)


Signature			    Care
Capital Offshore Investments II, L.P.

					   By:  Care Capital II,
LLC
						   Its General Partner

					   By: /s/ David R. Ramsay

						  ---------------------------------------
						  David R.
Ramsay, Authorized Signatory



Joint Filer Name:
Jan Leschly


Relationship to Issuer:
10% Owner

Address:				 47 Hulfish Street,
Suite 310, Princeton, NJ 08542

Designated Filer:		  Care Capital II,
LLC

Date of Event Requiring
  Statement:			  April 18, 2006


Issuer Name and Ticker
  or Trading Symbol:	    Vanda Pharmaceuticals
Inc. (VNDA)


Signature				Jan Leschly
					    By:  /s/ David R.
Ramsay
						    ----------------------------------------

David R. Ramsay, Authorized Signatory