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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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: 3235-0104
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hours per response: 0.5
1. Name and Address of Reporting Person*
RHO VENTURES IV LP
(Last) (First) (Middle)
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 23RD FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/12/2006 		3. Issuer Name and Ticker or Trading Symbol
Vanda Pharmaceuticals Inc. [ VNDA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (1) (2) Common Stock 300,841(8) (3) I See Footnote(4)
Series B Preferred Stock (1) (2) Common Stock 738,108(8) (3) I See Footnote(5)
Series B Preferred Stock (1) (2) Common Stock 708,258(8) (3) I See Footnote(6)
Series B Preferred Stock (1) (2) Common Stock 655,485(8) (3) I See Footnote(7)
1. Name and Address of Reporting Person*
RHO VENTURES IV LP
(Last) (First) (Middle)
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 23RD FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
RHO MANAGEMENT VENTURES IV LLC
(Last) (First) (Middle)
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 23RD FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
RHO MANAGEMENT TRUST I
(Last) (First) (Middle)
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 23RD FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
RHO VENTURES IV QP LP
(Last) (First) (Middle)
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 23RD FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
RHO VENTURES IV GMBH & CO BETEILIGUNGS KG
(Last) (First) (Middle)
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 23RD FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
RHO CAPITAL PARTNERS VERWALTUNGS GMBH
(Last) (First) (Middle)
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 23RD FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
RHO CAPITAL PARTNERS INC
(Last) (First) (Middle)
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 23RD FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
LESCHLY MARK
(Last) (First) (Middle)
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 23RD FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
KAIROUZ HABIB
(Last) (First) (Middle)
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 23RD FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
RUCH JOSHUA
(Last) (First) (Middle)
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 23RD FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Explanation of Responses:
1. Immediately.
2. Not applicable.
3. Reflects the automatic conversion of each share of Series B Preferred Stock into 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.
4. Shares are held of record by Rho Ventures IV, L.P. Rho Management Ventures IV, L.L.C. is the general partner of Rho Ventures IV, L.P. Rho Management Ventures IV, L.L.C. disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that Rho Management Ventures IV, L.L.C. 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. Mark Leschly, Habib Kairouz and Joshua Ruch are the managing members of Rho Management Ventures IV, L.L.C. Each of Mark Leschly, Habib Kairouz and Joshua Ruch disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that any of them 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.
5. Shares are held of record by Rho Ventures IV GmbH & Co. Beteiligungs KG. Rho Capital Partners Verwaltungs GmbH is the general partner of Rho Ventures IV GmbH & Co. Beteiligungs KG. Rho Capital Partners Verwaltungs GmbH disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that Rho Capital Partners Verwaltungs GmbH 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. Mark Leschly, Habib Kairouz and Joshua Ruch are the managing directors of Rho Capital Partners Verwaltungs GmbH. Each of Mark Leschly, Habib Kairouz and Joshua Ruch disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that any of them 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.
6. Shares are held of record by Rho Ventures IV (QP), L.P. Rho Management Ventures IV, L.L.C. is the general partner of Rho Ventures IV (QP), L.P. Rho Management Ventures IV, L.L.C. disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that Rho Management Ventures IV, L.L.C. 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. Mark Leschly, Habib Kairouz and Joshua Ruch are the managing members of Rho Management Ventures IV, L.L.C. Each of Mark Leschly, Habib Kairouz and Joshua Ruch disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that any of them 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. Shares are held of record by Rho Management Trust I. Rho Capital Partners, Inc. is the investment advisor of Rho Management Trust I. Rho Capital Partners, Inc. disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that Rho Capital Partners, Inc. 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. Mark Leschly, Habib Kairouz and Joshua Ruch are the managing partners of Rho Capital Partners, Inc. Each of Mark Leschly, Habib Kairouz and Joshua Ruch disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that any of them 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.
8. 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.
/s/ Jeffrey Martin, Authorized Signatory 04/12/2006
** 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 5 (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

			 STATEMENT APPOINTING DESIGNATED FILER

				  AND AUTHORIZED SIGNATORY
					  APRIL 12, 2006

	Each of the
entities listed on SCHEDULE A attached hereto (each a
"Reporting
Entity") and each party listed on SCHEDULE B attached hereto
(each a
"Reporting Individual"; together with the Reporting Entities,
the
"Reporting Persons") hereby authorizes and designates Rho Ventures
IV,
L.P. (the "Designated Filer"), to prepare and file on behalf of
such
Reporting Person individually, or jointly together with other
Reporting
Persons, any and all reports, notices, communications and
other
documents (including, but not limited to, reports on Schedule
13D,
Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting
Person may
be required to file with the United States Securities and
Exchange
Commission or with any regulatory body, including United
States federal,
state and self-regulatory bodies, with respect to the
Reporting Person's
ownership of, or transactions in, the securities of
any entity whose
securities are beneficially owned (directly or
indirectly) by such
Reporting Person (collectively, the "Reports").

	Each Reporting Person
hereby further authorizes and designates
Jeffrey Martin (the "Authorized
Signatory") to execute and file on
behalf of such Reporting Person the
Reports and to perform any and all
other acts, which in the opinion of a
Designated Filer or such
Authorized Signatory may be necessary or
incidental to the performance
of the foregoing powers herein granted.


	The authority of the Designated Filer and Authorized Signatory
under
this document with respect to each Reporting Person shall
continue until
such Reporting Person is no longer required to file any
Reports with
respect to the Reporting Person's ownership of, or
transactions in,
securities, unless earlier revoked in writing.  Each
Reporting Person
acknowledges that the Designated Filer and the
Authorized Signatory are
not assuming any of the Reporting Person's
responsibilities to comply
with any United States federal or state law
or with any regulations
promulgated thereto.

SCHEDULE A

Rho Ventures IV, L.P.
Rho
Management Ventures IV, L.L.C.
Rho Ventures IV (QP), L.P.
Rho Ventures
IV GmbH & Co. Beteiligungs KG
Rho Capital Partners Verwaltungs GmbH
Rho
Management Trust I
Rho Capital Partners, Inc.

SCHEDULE B

Mark
Leschly
Habib Kairouz
Joshua Ruch


	In Witness Whereof, the
undersigned have caused this Statement Appointing
Designated Filer and
Authorized Signatory to be effective as of April 12,
2006.




Reporting Persons:

April 12, 2006

								    /s/ Mark Leschly

								    --------------------
								    Mark Leschly


April
12, 2006

								    /s/ Habib Kairouz

- --------------------
								    Habib Kairouz



April 12, 2006


								    /s/ Joshua Ruch
								    --------------------

								    Joshua Ruch


April 12, 2006

							Rho Ventures
IV, L.P.

							By:  Rho Management Ventures IV, L.L.C.
							Its
General Partner

							/s/ Mark Leschly

							--------------------------------
							Mark Leschly, Managing
Member


April 12, 2006

							Rho Ventures IV GmbH & Co.
Beteiligungs KG

							By:  Rho Capital Partners Verwaltungs GmbH,

							Its General Partner

							/s/ Mark Leschly

							--------------------------------
							Mark Leschly, Managing
Director



April 12, 2006

							Rho Ventures IV (QP), L.P.


							By:  Rho Management Ventures IV, L.L.C.
							Its General
Partner

							/s/ Mark Leschly

							--------------------------------
							Mark Leschly, Managing
Member


	In Witness Whereof, the undersigned have caused this
Statement Appointing
Designated Filer and Authorized Signatory to be
effective as of April 12,
2006


							Rho Management Trust I


							By:  Rho Capital Partners, Inc.
							Its Investment Advisor


							/s/ Mark Leschly
							--------------------------------

							Mark Leschly, Managing Partner


April 12, 2006


							Rho Management Ventures IV, L.L.C.


							/s/ Mark
Leschly
							--------------------------------
							Mark Leschly,
Managing Member


April 12, 2006


							Rho Capital Partners
Verwaltungs GmbH


							/s/ Mark Leschly

							--------------------------------
							Mark Leschly, Managing
Director


April 12, 2006

							Rho Capital Partners, Inc.



							/s/ Mark Leschly
							--------------------------------

							Mark Leschly, Managing Partner



												   Exhibit 99

			 JOINT FILER INFORMATION


Joint
Filer Name:		  Rho Management Ventures IV, L.L.C.

Relationship to
Issuer:	 10% Owner

Address:				 Carnegie Hall Tower, 152 West 57th
Street,
						23rd Floor

Designated Filer:		  Rho Ventures IV, L.P.


Date of Event Requiring
  Statement:			 April 12, 2006

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


Signature			    Rho Management Ventures IV, L.L.C.

					   By:
/s/ Jeffrey Martin
					   --------------------------------------------

						  Jeffrey Martin, Authorized Signatory


Joint Filer Name:
Rho Management Trust I

Relationship to Issuer:	10% Owner


Address:				Carnegie Hall Tower, 152 West 57th Street,
					    23rd
Floor

Designated Filer:		 Rho Ventures IV, L.P.

Date of Event
Requiring
  Statement:			 April 12, 2006

Issuer Name and Ticker

or Trading Symbol:	   Vanda Pharmaceuticals, Inc. (VNDA)

Signature
Rho Management Trust I

					   By:  Rho Capital Partners, Inc.
Trustee

					   By: /s/ Jeffrey Martin

- --------------------------------------------
						  Jeffrey Martin,
Authorized Signatory



Joint Filer Name:		 Rho Ventures IV (QP),
L.P.

Relationship to Issuer:	10% Owner

Address:				Carnegie Hall
Tower, 152 West 57th Street,
						23rd Floor

Designated Filer:
Rho Ventures IV, L.P.

Date of Event Requiring
  Statement:			 April
12, 2006

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

Signature			    Rho Ventures IV (QP),
L.P.

					   By:  Rho Management Ventures IV, L.L.C.
						Its
General Partner

					   By: /s/ Jeffrey Martin

- --------------------------------------------
						  Jeffrey Martin,
Authorized Signatory


Joint Filer Name:		 Rho Ventures IV GmbH & Co.
Beteiligungs KG

Relationship to Issuer:	10% Owner


Address:				Carnegie Hall Tower, 152 West 57th Street,
						23rd
Floor

Designated Filer:		 Rho Ventures IV, L.P.

Date of Event
Requiring
  Statement:			 April 12, 2006

Issuer Name and Ticker

or Trading Symbol:	   Vanda Pharmaceuticals, Inc. (VNDA)

Signature
Rho Ventures IV GmbH & Co. Beteiligungs KG

					   By:  Rho Capital
Partners Verwaltungs GmbH

					   By: /s/ Jeffrey Martin

- --------------------------------------------
						  Jeffrey Martin,
Authorized Signatory


Joint Filer

Name:				   Rho Capital
Partners Verwaltungs GmbH

Relationship to Issuer:	10% Owner


Address:				Carnegie Hall Tower, 152 West 57th Street,
						23rd Floor


Designated Filer:		 Rho Ventures IV, L.P.

Date of Event Requiring

  Statement:			 April 12, 2006

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

Signature			    Rho
Capital Partners Verwaltungs GmbH

					   By: /s/ Jeffrey Martin

					   --------------------------------------------
						  Jeffrey
Martin, Authorized Signatory


Joint Filer Name:		 Rho Capital
Partners, Inc.


Relationship to Issuer:	10% Owner



Address:				Carnegie Hall Tower, 152 West 57th Street,
						23rd
Floor

Designated Filer:		 Rho Ventures IV, L.P.

Date of Event
Requiring
  Statement:			 April 12, 2006

Issuer Name and Ticker

or Trading Symbol:	   Vanda Pharmaceuticals, Inc. (VNDA)



Signature			    Rho Capital Partners, Inc.

					   By:  Rho Capital
Partners, Inc. Trustee

					   By: /s/ Jeffrey Martin

- --------------------------------------------
					   Jeffrey Martin,
Authorized Signatory



Joint Filer Name:		 Mark Leschly


Relationship to Issuer:	10% Owner

Address:				Carnegie Hall Tower,
152 West 57th Street,
						23rd Floor

Designated Filer:		 Rho
Ventures IV, L.P.

Date of Event Requiring
  Statement:			 April 12,
2006

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

Signature			    Mark Leschly


By:  /s/ Jeffrey Martin

- --------------------------------------------
						   Jeffrey Martin,
Authorized Signatory



Joint Filer Name:		 Habib Kairouz


Relationship to Issuer:	10% Owner

Address:				Carnegie Hall Tower,
152 West 57th Street,
						23rd Floor

Designated Filer:		 Rho
Ventures IV, L.P.

Date of Event Requiring
  Statement:			 April 12,
2006

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

Signature			    Habib Kairouz


					   By: /s/ Jeffrey Martin

- --------------------------------------------
						  Jeffrey Martin,
Authorized Signatory


Joint Filer Name:		 Joshua Ruch


Relationship to Issuer:	10% Owner

Address:				Carnegie Hall Tower,
152 West 57th Street,
						23rd Floor

Designated Filer:		 Rho
Ventures IV, L.P.

Date of Event Requiring
  Statement:			 April 12,
2006

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

Signature			    Joshua Ruch


By: /s/ Jeffrey Martin

- --------------------------------------------
						  Jeffrey Martin,
Authorized Signatory