SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND
(d)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2
(Amendment
No.
)*
Vanda Pharmaceuticals
Inc.
(Name of
Issuer)
Common Stock, par value
$0.001 per share
(Title of
Class of Securities)
921659108
(CUSIP
Number)
May
6, 2009
(Date of
Event Which Requires Filing of This Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule
13d-1(b)
ý Rule
13d-1(c)
o Rule
13d-1(d)
*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 the
disclosures provided in a prior cover page.
The
information required in 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).
Page 1 of
8 pages
|
CUSIP
No. 921659108
|
13G
|
Page
2 of 8 Pages
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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
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||||
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3
|
SEC
USE ONLY
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|||||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
|||||
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
||||
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
3,665,852
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||||
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
|
8
|
SHARED
DISPOSITIVE POWER
3,665,852
|
||||
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,665,852
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|||||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
|||||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.8%
|
|||||
|
12
|
TYPE
OF REPORTING PERSON
PN
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|||||
Page 2 of
8 pages
|
CUSIP
No. 921659108
|
13G
|
Page
3 of 8 Pages
|
||||
|
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
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
|||||
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
||||
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
3,665,852
|
||||
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
|
8
|
SHARED
DISPOSITIVE POWER
3,665,852
|
||||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,665,852
|
|||||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
|||||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.8%
|
|||||
|
12
|
TYPE
OF REPORTING PERSON
OO
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|||||
Page 3 of
8 pages
|
CUSIP
No. 921659108
|
13G
|
Page
4 of 8 Pages
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||||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KEVIN
C. TANG
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|||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
ý
|
||||
|
3
|
SEC
USE ONLY
|
|||||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
|||||
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
||||
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
3,883,436
|
||||
|
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
|
8
|
SHARED
DISPOSITIVE POWER
3,965,852
|
||||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,965,852
|
|||||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
|||||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.9%
|
|||||
|
12
|
TYPE
OF REPORTING PERSON
IN
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|||||
Page 4 of
8 pages
| Item 1(a). | Name of Issuer: |
|
Vanda
Pharmaceuticals Inc., a Delaware corporation (the
“Issuer”)
|
|
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
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9605
Medical Center Drive, Suite 300, Rockville, MD
20850
|
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| Item 2(a). | Name of Person Filing: |
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This
Statement on Schedule 13G (this “Statement”) is filed by Tang Capital
Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the
general partner of Tang Capital Partners (“Tang Capital Management”); and
Kevin C. Tang, the manager of Tang Capital
Management.
|
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| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
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4401
Eastgate Mall, San Diego, CA 92121
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| Item 2(c). | Citizenship: |
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Tang
Capital Partners is a Delaware limited partnership. Tang Capital
Management is a Delaware limited liability company. Mr. Tang is a United
States citizen.
|
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| Item 2(d). | Title of Class of Securities: |
|
Common
Stock, par value $0.001 per share (the “Common Stock”)
|
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| Item 2(e). |
CUSIP
Number: 921659108
|
| Item 3. | Not applicable. | ||
| Item 4. | Ownership. | ||
|
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(a) | Amount Beneficially Owned: | |
|
Tang Capital
Partners. Tang
Capital Partners is the beneficial owner of 3,665,852 shares of Common
Stock. Tang Capital Partners shares voting and dispositive power over such
shares with Tang Capital Management and Kevin C.
Tang.
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|||
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Tang Capital Management.
Tang
Capital Management, as the general partner of Tang Capital Partners, may
be deemed to beneficially own the 3,665,852 shares beneficially owned by
Tang Capital Partners. Tang Capital Management shares voting and
dispositive power over such shares with Tang Capital Partners and Kevin C.
Tang.
|
|||
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Kevin C.
Tang. Kevin
C. Tang may be deemed to beneficially own 3,965,852 shares of the Issuer’s
Common Stock, comprising:
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| ● |
3,665,852
shares beneficially owned by Tang Capital Partners, for which Tang Capital
Management, of which Mr. Tang is manager, serves as general
partner. Mr. Tang shares voting and dispositive power over such
shares with Tang Capital Management and Tang Capital
Partners.
|
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| ● | 300,000 shares over which Mr. Tang has voting and/or dispositive power. | ||
Page 5 of
8 pages
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Mr.
Tang disclaims beneficial ownership of all shares reported herein except
to the extent of his pecuniary interest therein.
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(b) | Percent of Class: | ||
| Tang Capital Partners |
13.8%
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|||
| Tang Capital Management |
13.8%
|
|||
| Kevin C. Tang |
14.9%
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|
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(c) | Number of shares as to which such person has: | ||
| (i) | sole power to vote or to direct the vote: | |||
|
|
|
|
|
|
| Tang Capital Partners | 0 shares | |||
| Tang Capital Management | 0 shares | |||
| Kevin C. Tang | 0 shares | |||
| (ii) | shared power to vote or to direct the vote: | |||
| Tang Capital Partners |
3,665,852
shares
|
|||
| Tang Capital Management |
3,665,852
shares
|
|||
| Kevin C. Tang |
3,883,436
shares
|
|||
| (iii) | sole power to dispose or to direct the disposition of: | |||
| Tang Capital Partners | 0 shares | |||
| Tang Capital Management | 0 shares | |||
| Kevin C. Tang | 0 shares | |||
| (iv) | shared power to dispose or to direct the disposition of: | |||
| Tang Capital Partners |
3,665,852
shares
|
|||
| Tang Capital Management |
3,665,852
shares
|
|||
| Kevin C. Tang |
3,965,852
shares
|
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| Item 5. | Ownership of Five Percent or Less of a Class. | |||
|
If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the
following: ¨
|
||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||
| Not applicable | ||||
|
Item 7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company.
|
|||
| Not applicable. | ||||
| Item 8. | Identification and Classification of Members of the Group. | |||
| Not applicable. | ||||
| Item 9. | Notice of Dissolution of Group. | |||
| Not applicable. | ||||
Page 6 of
8 pages
| Item 10. | Certification. | |||
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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Page 7 of
8 pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
| Date: |
May 7,2009
|
|
|
TANG
CAPITAL PARTNERS, LP
|
||
| By: Tang Capital Management, LLC, its General Partner | ||
| 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 pages
Exhibit 99.1
JOINT FILING
AGREEMENT
In
accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934, the undersigned agree to the joint filing of a Statement on
Schedule 13G (including any and all amendments thereto) with respect to the
Common Stock, $0.001 par value, of Vanda Pharmaceuticals Inc. and further agree
to the filing of this agreement as an exhibit thereto. In addition,
each party to this Agreement expressly authorizes each other party to this
Agreement to file on its behalf any and all amendments to such Statement on
Schedule 13G.
|
Date:
May 7, 2009
|
TANG
CAPITAL PARTNERS, LP
|
|||
|
By:
|
Tang
Capital Management, LLC
|
|||
|
Its:
|
General
Partner
|
|||
|
By:
|
/s/
Kevin C. Tang
|
|||
|
Name:
|
Kevin
C. Tang
|
|||
|
Title:
|
Manager
|
|||
|
TANG
CAPITAL MANAGEMENT, LLC
|
||||
|
By:
|
/s/
Kevin C. Tang
|
|||
|
Name:
|
Kevin
C. Tang
|
|||
|
Title:
|
Manager
|
|||
|
/s/
Kevin C. Tang
|
||||
|
Name:
|
Kevin
C. Tang
|
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