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* 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. 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/18/2006		C		300,841(2)	A	(1)	300,841(2)	I	See Footnote(5)
Common Stock	04/18/2006		C		738,108(2)	A	(1)	738,108(2)	I	See Footnote(6)
Common Stock	04/18/2006		C		708,258(2)	A	(1)	708,258(2)	I	See Footnote(7)
Common Stock	04/18/2006		C		655,485(2)	A	(1)	655,485(2)	I	See Footnote(8)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	04/18/2006		C			995,716	(3)	(4)	Common Stock	300,841(2)	(1)	0	I	See Footnote(5)
Series B Preferred Stock	(1)	04/18/2006		C			2,442,961	(3)	(4)	Common Stock	738,108(2)	(1)	0	I	See Footnote(6)
Series B Preferred Stock	(1)	04/18/2006		C			2,344,164	(3)	(4)	Common Stock	708,258(2)	(1)	0	I	See Footnote(7)
Series B Preferred Stock	(1)	04/18/2006		C			2,169,502	(3)	(4)	Common Stock	655,485(2)	(1)	0	I	See Footnote(8)

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

2. 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.

3. Immediately.

4. Not applicable.

5. 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.

6. 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 partners 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.

7. 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.

8. Shares are held of record by Rho Management Trust I. Rho Capital Partners, Inc. is the general partner 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 directors 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.

	/s/ Jeffrey Martin, 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



	Jeffrey Martin has
signed certain of these documents as an Authorized
Signatory.  Note that
copies of the applicable Statement Appointing Designated
Filer and
Authorized Signatories are already on file with the appropriate

agencies.

 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
18, 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 18, 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 18, 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
18, 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 18, 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 18, 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 18, 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 18, 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 18, 2006

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



Signature
Joshua Ruch


							 By: /s/ Jeffrey Martin

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