SEC Filing - Vanda Pharmaceuticals Inc.

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SEC FORM 3 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^*

Howell Scott Laverne

(Last)

(First)

(Middle)

2200 PENNSYLVANIA AVENUE NW

SUITE 300E

(Street)

WASHINGTON

20037

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2026

3. Issuer Name and Ticker or Trading Symbol
Vanda Pharmaceuticals Inc. [ VNDA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
	Officer (give title below)	Other (specify below)
VP and Chief People Officer

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
	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	99,360	D
Common Stock	8,175⁽¹⁾	D
Common Stock	50,000⁽²⁾	D
Common Stock	75,000⁽³⁾	D
Common Stock	100,000⁽⁴⁾	D
Common Stock	9,620	I	By Foundation⁽⁵⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Buy)	⁽⁶⁾	02/15/2033	Common Stock	77,500	7.05	D
Stock Option (Right to Buy)	⁽⁷⁾	02/27/2032	Common Stock	61,200	11.36	D
Stock Option (Right to Buy)	⁽⁷⁾	02/23/2031	Common Stock	28,600	20.28	D
Stock Option (Right to Buy)	⁽⁷⁾	02/25/2030	Common Stock	25,000	11.32	D

Explanation of Responses:

1. Represents shares of common stock underlying a time-based restricted stock unit award ("RSU"). The RSU will vest in full on March 1, 2027, provided the Reporting Person remains continuously employed by the Issuer through such vesting date. Vested shares will be delivered on the First Permissible Trading Day (as defined in the RSU Agreement) that occurs on or after the day when the RSUs vest.

2. Represents shares of common stock underlying an RSU award. One-half of the RSU will vest on March 1, 2027, and the remaining one-half of the RSU will vest on March 1, 2028, provided the Reporting Person remains continuously employed by the Issuer through each vesting date. Vested shares will be delivered on the First Permissible Trading Day that occurs on or after the day when the RSUs vest.

3. Represents shares of common stock underlying an RSU award. The RSU vests as follows: 1/3 will vest on March 1, 2027, 1/3 will vest on March 1, 2028, and the remaining 1/3 will vest on March 1, 2029, provided the Reporting Person remains continuously employed by the Issuer through each annual vesting date. Vested shares will be delivered on the First Permissible Trading Day that occurs on or after the day when the RSUs vest.

4. Represents shares of common stock underlying an RSU award. The RSU vests in four (4) equal annual installments with the first annual vest taking place on March 1, 2027, provided the Reporting Person remains continuously employed by the Issuer through each annual vesting date. Vested shares will be delivered on the First Permissible Trading Day that occurs on or after the day when the RSUs vest.

5. Represents securities held by a foundation controlled by the Reporting Person and his family members.

6. The option vests in equal monthly installments on the 16th day of each month through February 16, 2027, provided the Reporting Person provides continuous service to the Issuer through the applicable vesting date.

7. The option is fully vested and immediately exercisable.

	/s/ Scott Laverne Howell	04/13/2026
	** 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.