UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D /A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1 )*
|
Vanda
Pharmaceuticals Inc.
|
|
(Name
of Issuer)
|
|
Common Stock, par value $0.001 per
share
|
|
(Title
of Class of Securities)
|
|
921659108
|
|
(CUSIP
Number)
|
|
Kevin
C. Tang
Tang
Capital Management, LLC
4401
Eastgate Mall
San
Diego, CA 92121
(858) 200-3830
|
|
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
|
|
September 15, 2008 - November 7,
2008
|
|
(Date
of Event which Requires Filing of this
Statement)
|
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for other
parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The
information required on 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).
(Continued
on following pages)
Page 1
of 8
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CUSIP
No. 921659108
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13D
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Page
2 of 8
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||||
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1
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Tang
Capital Partners, LP
|
|||||
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)
¨
(b)
ý
|
||||
|
3
|
SEC
Use Only
|
|||||
|
4
|
Source
of Funds
WC
|
|||||
|
5
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or
2(e)
|
o
|
||||
|
6
|
Citizenship
or Place of Organization
Delaware
|
|||||
|
Number
of
|
7
|
Sole
Voting Power
0 (1)
|
||||
|
Shares
Beneficially
Owned
by
|
8
|
Shared
Voting Power
3,520,852(1)
|
||||
|
Each
Reporting
Person
With
|
9
|
Sole
Dispositive Power
0 (1)
|
||||
|
|
10
|
Shared
Dispositive Power
3,520,852(1)
|
||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,520,852(1)
|
|||||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
||||
|
13
|
Percent
of Class Represented by Amount in Row (11)
13.2%(1)
|
|||||
|
14
|
Type
of Reporting Person
PN
|
|||||
(1) Beneficial ownership numbers are based
on ownership as of November 7, 2008, the date of the last transaction reported
herein.
Page 2
of 8
|
CUSIP
No. 921659108
|
13D
|
Page 3
of 8
|
||||
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Tang
Capital Management, LLC
|
|||||
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)
¨
(b)
ý
|
||||
|
3
|
SEC
Use Only
|
|||||
|
4
|
Source
of Funds
WC
|
|||||
|
5
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or
2(e)
|
o
|
||||
|
6
|
Citizenship
or Place of Organization
Delaware
|
|||||
|
Number
of
|
7
|
Sole
Voting Power
0 (1)
|
||||
|
Shares
Beneficially
Owned
by
|
8
|
Shared
Voting Power
3,520,852(1)
|
||||
|
Each
Reporting
Person
With
|
9
|
Sole
Dispositive Power
0 (1)
|
||||
|
|
10
|
Shared
Dispositive Power
3,520,852(1)
|
||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,520,852(1)
|
|||||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o
|
||||
|
13
|
Percent
of Class Represented by Amount in Row (11)
13.2%(1)
|
|||||
|
14
|
Type
of Reporting Person
OO
|
|||||
(1) Beneficial ownership numbers are based
on ownership as of November 7, 2008, the date of the last transaction reported
herein.
Page 3
of 8
|
CUSIP
No. 921659108
|
13D
|
Page 4
of 8
|
||||
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Kevin
C. Tang
|
|||||
|
2
|
Check
the Appropriate Box if a Member of a Group
|
(a)
¨
(b)
ý
|
||||
|
3
|
SEC
Use Only
|
|||||
|
4
|
Source
of Funds
PF,
WC, OO
|
|||||
|
5
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or
2(e)
|
o
|
||||
|
6
|
Citizenship
or Place of Organization
United
States
|
|||||
|
Number
of
|
7
|
Sole
Voting Power
0 (1)
|
||||
|
Shares
Beneficially
Owned
by
|
8
|
Shared
Voting Power
3,738,436(1)
|
||||
|
Each
Reporting
Person
With
|
9
|
Sole
Dispositive Power
0 (1)
|
||||
|
|
10
|
Shared
Dispositive Power
3,820,852(1)
|
||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,820,852(1)
|
|||||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
o
|
||||
|
13
|
Percent
of Class Represented by Amount in Row (11)
14.3%(1)
|
|||||
|
14
|
Type
of Reporting Person
IN
|
|||||
(1) Beneficial
ownership numbers are based on ownership as of November 7, 2008, the date of the
last transaction reported
herein.
Page 4
of 8
Explanatory Note: This
Amendment No. 1 relates to and amends the Statement of Beneficial Ownership on
Schedule 13D of Tang Capital Partners, LP, a Delaware partnership, Tang Capital
Management, LLC, a Delaware limited liability company and Kevin C. Tang, a
United States citizen (each, a “Reporting Person” and collectively, the
“Reporting Persons”), initially filed jointly by the Reporting Persons with the
Securities and Exchange Commission on October 6, 2008 (the “Statement”), with
respect to the Common Stock, $0.001 par value (the “Common Stock”), of Vanda
Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).
Items
3 and 5 of the Statement are hereby amended to the extent hereinafter expressly
set forth. All capitalized terms used and not expressly defined
herein have the respective meanings ascribed to such terms in the
Statement.
Item
3. Source and Amount of Funds or Other Consideration
Item 3
of the Statement is hereby amended to add the following:
Tang
Capital Partners, LP (“TCP”) held 2,658,206 shares of the Issuer’s common stock
in an account at Lehman Brothers International (Europe) ("LBIE"). On September
15, 2008 LBIE was placed into administration under United Kingdom law and four
partners of PriceWaterhouseCoopers LLP were appointed as joint administrators
(the "Joint Administrators"). The Joint Administrators have advised us that most
of TCP's shares were rehypothecated. The Joint Administrators and UK counsel
have further advised that LBIE's customers will not be able to recover
rehypothecated shares, but instead will be entitled to a general unsecured claim
with respect to such shares. Accordingly, TCP in this filing has reduced the
number of shares of the Issuer held by TCP to the extent such shares were held
at LBIE. By making this filing, TCP does not waive any argument that it is
entitled to recover such shares and expressly reserves such
arguments.
Since
the date of the last filing on Schedule 13D, on November 7, 2008, Tang Capital
Partners, LP purchased 560,000 shares of Vanda Pharmaceuticals, Inc.’s common
stock through the open market for $0.8291 per share.
Tang
Capital Partners, LP holds some of its shares in commingled margin accounts,
which may extend margin credit to Tang Capital Partners, LP as and when required
to open or carry positions in the margin accounts, subject to applicable federal
margin regulations, stock exchange rules and credit policies. In such instances,
the positions held in the margin accounts are pledged as collateral security for
the repayment of debit balances in the accounts. The margin accounts may from
time to time have debit balances. Since other securities are held in the margin
accounts, it is not possible to determine the amounts, if any, of margin used to
purchase the shares of common stock reported herein.
Page 5
of 8
Item
5. Interest
in Securities of the Issuer.
Item 5
of the Statement is hereby amended and restated in its entirety as
follows:
All
beneficial ownership numbers below are based on ownership as of November 7,
2008, the date of the last transaction reported herein.
| (a) | Amount beneficially owned and percentage of class: | |
| Tang Capital Partners, LP | 3,520,852 shares, representing 13.2% of the class | |
|
Tang
Capital Management, LLC
|
3,520,852 shares, representing 13.2% of the class | |
| Kevin C. Tang | 3,820,852 shares, representing 14.3% of the class | |
Tang Capital Partners, LP is the
record and beneficial owner of 3,520,852 shares of the Issuer’s common stock and
shares voting and dispositive power over such securities with Tang Capital
Management, LLC and Kevin C. Tang.
Tang Capital Management, LLC, as the
general partner of Tang Capital Partners, LP, may be deemed to beneficially own
the 3,520,852 shares held of record by Tang Capital Partners, LP and shares
voting and dispositive power over such shares with Tang Capital Partners, LP and
Kevin C. Tang.
Kevin
C. Tang is the beneficial owner of 3,820,852 shares of the Issuer’s common
stock, comprising 3,520,852 shares held by Tang Capital Partners, LP, 217,584
shares owned by the Haeyoung and Kevin Tang Foundation, Inc., 41,208 shares
owned by the Individual Retirement Account for the benefit of Chang L. Kong (the
“Chang IRA”), and 41,208 shares owned by the Individual Retirement Account for
the benefit of Chung W. Kong (the “Chung
IRA”).
Tang Capital Management,
LLC, as the general partner of Tang Capital Partners, LP, and Kevin C. Tang, as
the manager of Tang Capital Management, LLC, may also be deemed to beneficially
own the shares beneficially owned by Tang Capital Partners, LP. The Haeyoung and
Kevin Tang Foundation, Inc. is a private foundation, for which Kevin C. Tang
serves as President and Treasurer. Mr. Tang shares voting and dispositive power
over the shares held by this foundation with Haeyoung K. Tang. Chang L. and
Chung W. Kong are Kevin C. Tang’s in-laws and Mr. Tang may be deemed to have
shared dispositive power over the shares held in the Chang IRA and the Chung
IRA. Kevin C. Tang disclaims beneficial ownership of all shares
reported herein except to the extent of his pecuniary interest
therein. Haeyoung K. Tang is a U.S. citizen and shares her residence
with Kevin C. Tang. The Haeyoung and Kevin Tang Foundation, Inc. is a
not-for-profit corporation incorporated in the state of Delaware and its address
is 4401 Eastgate Mall, San Diego, CA 92121. Chang L. and Chung W.
Kong are retired U.S. citizens and their address is 6429 Peinado Way, San Diego,
CA 92121.
Page 6
of 8
(b) Voting and disposition
powers:
|
Sole
power to vote or direct the vote:
|
|
|
Tang
Capital Partners, LP
|
0
shares
|
|
Tang
Capital Management, LLC
|
0
shares
|
|
Kevin
C. Tang
|
0
shares
|
|
Shared
power to vote or direct the vote:
|
|
|
Tang
Capital Partners, LP
|
3,520,852 shares
|
|
Tang
Capital Management, LLC
|
3,520,852 shares
|
|
Kevin
C. Tang
|
3,738,436 shares
|
|
Sole
power to dispose or direct the disposition:
|
|
|
Tang
Capital Partners, LP
|
0
shares
|
|
Tang
Capital Management, LLC
|
0
shares
|
|
Kevin
C. Tang
|
0
shares
|
|
Shared
power to dispose or direct the disposition:
|
|
|
Tang
Capital Partners, LP
|
3,520,852 shares
|
|
Tang
Capital Management, LLC
|
3,520,852 shares
|
|
Kevin
C. Tang
|
3,820,852 shares
|
(c) Other
than the transactions described in Item 3 and the transactions previously
reported in item 5(c) in the statement filed on October 6, 2008, none of Kevin
C. Tang, Tang Capital Partners, LP and Tang Capital Management, LLC have
effected any transaction in the Issuer’s common stock within the last 60
days.
(d) N/A.
(e) N/A.
Page 7
of 8
SIGNATURES
After reasonable inquiry and to the
best of his or its knowledge and belief, each of the following Reporting Persons
certifies that the information set forth in this statement is true, complete and
correct.
November
17, 2008
| Tang Capital Partners, LP | |||
| By: | Tang Capital Management, LLC | ||
| By: | /s/ Kevin C. Tang | ||
| Kevin C. Tang, Manager | |||
| Tang Capital Management, LLC | |||
| By: |
/s/ Kevin C.
Tang
|
||
| Kevin C. Tang, Manager | |||
| /s/ Kevin C. Tang | |||
| Kevin C. Tang | |||
Page 8 of
8