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

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1. Name and Address of Reporting Person* CARE CAPITAL II LLC (Last) (First) (Middle) 47 HULFISH STREET SUITE 310 (Street) PRINCETON NJ 08542 (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)
Common Stock	1,450(7)	I	See Footnote(1)
Common Stock	90(7)	I	See Footnote(2)

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 A Preferred Stock	(3)	(4)	Common Stock	1,442,552(7)	(5)	I	See Footnote(1)
Series A Preferred Stock	(3)	(4)	Common Stock	98,949(7)	(5)	I	See Footnote(2)
Series B Preferred Stock	(3)	(4)	Common Stock	1,938,203(7)	(6)	I	See Footnote(1)
Series B Preferred Stock	(3)	(4)	Common Stock	132,961(7)	(6)	I	See Footnote(2)

1. Name and Address of Reporting Person* CARE CAPITAL II LLC (Last) (First) (Middle) 47 HULFISH STREET SUITE 310 (Street) PRINCETON NJ 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 NJ 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 NJ 08542 (City) (State) (Zip)

1. Name and Address of Reporting Person* LESCHLY JAN (Last) (First) (Middle) 47 HULFISH STREET SUITE 310 (Street) PRINCETON NJ 08542 (City) (State) (Zip)

Explanation of Responses:

1. 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

2. 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.

3. Immediately.

4. Not applicable.

5. 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.

6. 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.

7. 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/ David R. Ramsay, 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 Care Capital II, LLC (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
David R. Ramsay (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

Care Capital II, LLC
Care Capital Investments II,
L.P.
Care Capital Offshore Investments II, L.P.

SCHEDULE B

Jan
Leschly


	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/ Jan Leschly
					 --------------------

					 Jan Leschly




April 12, 2006

					 CARE CAPITAL
INVESTMENTS II, L.P.
					 a Delaware Limited Partnership

					 By:
CARE CAPITAL II, LLC
					 Its General Partner


					/s/David R.
Ramsay
					--------------------------------------
					By:  David R.
Ramsay
					Managing Member



April 12, 2006

					CARE
CAPITAL OFFSHORE INVESTMENTS, L.P.
					a Delaware Limited Partnership


					By:  CARE CAPITAL II, LLC
					Its General Partner



					/s/ David R. Ramsay
					--------------------------------------

					By:  David R. Ramsay
					Managing Member


April 12, 2006


				    CARE CAPITAL II, LLC


				    By: /s/ David R. Ramsay

				    ---------------------------------------
				    David R.
Ramsay, Managing Member

													 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 12, 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 12, 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 12, 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