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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 8)*
Vanda Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
921659108
(CUSIP Number)
December 31, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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 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).
CUSIP No. 921659108
13G
Page 2 of 10 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patrick Lee, MD
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
4,525,476
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
4,525,476
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,525,476
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.48%
12.
TYPE OF REPORTING PERSON (see instructions)
IN, HC
CUSIP No. 921659108
13G
Page 3 of 10 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Anthony Joonkyoo Yun, MD
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
4,525,476
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
4,525,476
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,525,476
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.48%
12.
TYPE OF REPORTING PERSON (see instructions)
IN, HC
CUSIP No. 921659108
13G
Page 4 of 10 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Palo Alto Investors LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
4,525,476
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
4,525,476
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,525,476
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.48%
12.
TYPE OF REPORTING PERSON (see instructions)
OO, IA
CUSIP No. 921659108
13G
Page 5 of 10 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PAI LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
4,525,476
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
4,525,476
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,525,476
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.48%
12.
TYPE OF REPORTING PERSON (see instructions)
OO, IA
CUSIP No. 921659108
13G
Page 6 of 10 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Palo Alto Healthcare Master Fund II, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
2,907,631
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
2,907,631
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,907,631
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.45%
12.
TYPE OF REPORTING PERSON (see instructions)
PN
CUSIP No. 921659108
13G
Page 7 of 10 Pages
Item 1.
(a)
Name of Issuer
Vanda Pharmaceuticals, Inc.
(b)
Address of Issuers Principal Executive Offices
2200 Pennsylvania Avenue, N.W.
Suite 300 E
Washington, D.C. 20037
Item 2.
(a)
Name of Person Filing
Palo Alto Investors LP (PAI)
PAI LLC (PAI GP)
Patrick Lee, MD
Anthony Joonkyoo Yun, MD
Palo Alto Healthcare Master Fund II, L.P. ("Healthcare Master II")
(collectively, the "Filers").
(b)
The address of the principal place of the Filers except
for Healthcare Master II is located at:
470 University Avenue, Palo Alto, CA 94301
The principal business office of Healthcare Master II is located at:
Cayman Corporate Centre, 27 Hospital Road
George Town, Grand Cayman KY1-9008
Cayman Islands
(c)
For citizenship of Filers, see Item 4 of the cover sheet for each Filer.
(d)
Title of Class of Securities
Common Stock
(e)
CUSIP Number
921659108
Item 3. If this statement is filed pursuant to
240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a:
(a)
[ ]
Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c).
(c)
[ ]
Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d)
[ ]
Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
[x]
An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);(as to PAI)
CUSIP No. 921659108
13G
Page 8 of 10 Pages
(f)
[ ]
An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
(g)
[x]
A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);(as to Dr. Lee and Dr. Yun)
(h)
[ ]
A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition
of an investment company under section
3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
See Items 5-9 and 11 of the cover
page for each Filer.
Item 5. Ownership of Five Percent
or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
PAI is a registered investment adviser and
investment adviser of investment limited partnerships,
and is the investment adviser to other investment funds.
PAI GP is the general partner of investment limited partnerships.
PAIs clients have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
the Stock. No individual client outside of Healthcare Master
II separately holds more than five percent of the outstanding Stock.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
Dr. Lee and Dr. Yun co-manage PAI. The Filers are filing
this Schedule 13G jointly, but not as members of a group, and
each of them expressly disclaims membership in a group. Each
Filer disclaims beneficial ownership of the Stock except
to the extent of that Filers pecuniary interest therein.
Schedule 13G on behalf of Healthcare Master II should not be
construed as an admission that any of them is, and each
disclaims that it is, a beneficial owner, as defined
in Rule 13d-3 under the Securities Exchange Act of 1
934, of any of the Stock covered by this Schedule 13G.
Item 9. Notice of Dissolution of Group.
N/A
CUSIP No. 921659108
13G
Page 9 of 10 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.
Exhibits.
Exhibit A Joint Filing Agreement.
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.
Dated: February 14, 2020
PALO ALTO HEALTHCARE MASTER
FUND II, L.P.
By: PAI LLC, General Partner
PALO ALTO INVESTORS LP
By: /s/ Angela Nguyen-Dinh, Chief Compliance Officer
PAI LLC
By: /s/ Patrick Lee, MD
/s/ Patrick Lee, MD
/s/ Anthony Joonkyoo Yun, MD
CUSIP No. 921659108
13G
Page 10 of 10 Pages
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities
and Exchange Commission (the "SEC") any and all statements on
Schedule 13D or Schedule 13G (and any amendments or supplements
thereto) required under section 13(d) of the Securities Exchange
Act of 1934, as amended, in connection with purchases and sales
by the undersigned of the securities of any issuer until such
time as the undersigned file with the SEC a statement
terminating this Agreement Regarding Joint Filing of
Statement on Schedule 13D or 13G. For that purpose, the
undersigned hereby constitute and appoint Palo Alto Investors,
LP, a California limited partnership, as their true and
lawful agent and attorney-in-fact, with full power and
authority for and on behalf of the undersigned to prepare
or cause to be prepared, sign, file with the SEC and
furnish to any other person all certificates, instruments,
agreements and documents necessary to comply with section
13(d) and section 16(a) of the Securities Exchange Act
of 1934, as amended, in connection with said purchases
and sales, and to do and perform every act necessary
and proper to be done incident to the exercise of
the foregoing power, as fully as the undersigned might or
could do if personally present, until such time as the
undersigned file with the SEC a statement terminating
this Agreement Regarding Joint Filing of Statement on
Schedule 13D or 13G.
Dated: February 14, 2020
PALO ALTO HEALTHCARE MASTER FUND II, L.P.
By: PAI LLC, General Partner
PALO ALTO INVESTORS LP
By: /s/ Angela Nguyen-Dinh, Chief Compliance Officer
PAI LLC
By: /s/ Patrick Lee, MD
/s/ Patrick Lee, MD
/s/ Anthony Joonkyoo Yun, MD