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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 		 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
PROSPECT MANAGEMENT CO II LLC
(Last) (First) (Middle)
435 TASSO STREET
SUITE 200
(Street)
PALO ALTO CA 94301
(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)
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 B Preferred Stock (1) (2) Common Stock 2,366,655(6) (3) I See Footnote(4)
Series B Preferred Stock (1) (2) Common Stock 36,040(6) (3) I See Footnote(5)
1. Name and Address of Reporting Person*
PROSPECT MANAGEMENT CO II LLC
(Last) (First) (Middle)
435 TASSO STREET
SUITE 200
(Street)
PALO ALTO CA 94301
(City) (State) (Zip)
1. Name and Address of Reporting Person*
PROSPECT VENTURE PARTNERS II LP
(Last) (First) (Middle)
435 TASSO STREET
SUITE 200
(Street)
PALO ALTO CA 94301
(City) (State) (Zip)
1. Name and Address of Reporting Person*
PROSPECT ASSOCIATES II L P
(Last) (First) (Middle)
435 TASSO STREET
SUITE 200
(Street)
PALO ALTO CA 94301
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCHNELL DAVID
(Last) (First) (Middle)
435 TASSO STREET
SUITE 200
(Street)
PALO ALTO CA 94301
(City) (State) (Zip)
1. Name and Address of Reporting Person*
BARKAS ALEXANDER E
(Last) (First) (Middle)
435 TASSO STREET
SUITE 200
(Street)
PALO ALTO CA 94301
(City) (State) (Zip)
1. Name and Address of Reporting Person*
HIRSCH RUSSELL C
(Last) (First) (Middle)
435 TASSO STREET
SUITE 200
(Street)
PALO ALTO CA 94301
(City) (State) (Zip)
Explanation of Responses:
1. Immediately.
2. Not applicable.
3. Reflects the automatic conversion of each share of Series B Preferred Stock into 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.
4. The reportable securities are owned directly by Prospect Venture Partners II, L.P. Prospect Management Co. II, L.L.C. is the general partner of Prospect Venture Partners II, L.P. Prospect Management Co. II, L.L.C. disclaims beneficial ownership of these securities and this report shall not be deemed an admission that Prospect Management Co. II, L.L.C. 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. David Schnell, M.D., Alex Barkas, Ph.D., and Russell Hirsch, M.D. are managing members of Prospect Management Co. II, L.L.C. Each of Dr. Schnell, Dr. Barkas, and Dr. Hirsch disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 except to the extent of his pecuniary interest therein.
5. The reportable securities are owned directly by Prospect Associates II, L.P. Prospect Management Co. II, L.L.C. is the general partner of Prospect Associates II, L.P. Prospect Management Co. II, L.L.C. disclaims beneficial ownership of these securities and this report shall not be deemed an admission that Prospect Management Co. II, L.L.C. 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. David Schnell, M.D., Alex Barkas, Ph.D., and Russell Hirsch, M.D. are managing members of Prospect Management Co. II, L.L.C. Each of Dr. Schnell, Dr. Barkas, and Dr. Hirsch disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 except to the extent of his pecuniary interest therein.
6. 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/ James B. Tananbaum, M.D., 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 Prospect Management Co. II,
L.L.C. (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 James
B. Tananbaum (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


Prospect Venture Partners II, L.P.
Prospect Associates II, L.P.

Prospect Management Co. II, L.L.C.

SCHEDULE B

David Schnell,
M.D.
Alex Barkas, Ph.D.
Russell Hirsch, M.D.



	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/
David Schnell, M.D.
									-----------------------------

									David Schnell, M.D.

April 12, 2006

									/s/ Alex
Barkas, Ph.D.
									-----------------------------
									Alex
Barkas, Ph.D.

April 12, 2006

									/s/ Russell Hirsch, M.D.

									-----------------------------
									Russell Hirsch, M.D.



April 12, 2006

							    Prospect Venture Partners II, L.P.


							    By: Prospect Management Co. II, L.L.C.

							    Its
General Partner

							    /s/ James B. Tananbaum, M.D.

- ------------------------------------
							    James B. Tananbaum,
Managing Member

April 12, 2006

							    Prospect Associates
II, L.P.

							    By:  Prospect Management Co. II, L.L.C.


							    Its General Partner

							    /s/ James B. Tananbaum,
M.D.
							    ------------------------------------
							    James
B. Tananbaum, Managing Member

April 12, 2006

							    Prospect
Management Co. II, L.L.C.

							    /s/ James B. Tananbaum, M.D.

							    ------------------------------------
							    James B.
Tananbaum, Managing Member





 Exhibit 99

					   JOINT FILER INFORMATION

Joint Filer Name:
Prospect Venture Partners II, L.P.

Relationship to Issuer:	10% Owner


Address:				435 Tasso Street, Suite 200, Palo Alto, CA 94301


Designated Filer:		 Prospect Management Co. II, L.L.C.

Date of Event
Requiring
  Statement:			  April 12, 2006

Issuer Name and Ticker

or Trading Symbol:	   Vanda Pharmaceuticals, Inc. (VNDA)

Signature
Prospect Venture Partners II, L.P.
					   By:  Prospect Management Co.
II, L.L.C.
						   Its General Partner


					   By: /s/ James B.
Tananbaum, M.D.

- --------------------------------------------------
					   James B.
Tananbaum, M.D., Authorized Signatory



Joint Filer Name:
Prospect Associates II, L.P.

Relationship to Issuer:	10% Owner


Address:				435 Tasso Street, Suite 200, Palo Alto, CA
94301

Designated Filer:		 Prospect Management Co. II, L.L.C.

Date of Event
Requiring
  Statement:			 April 12, 2006

Issuer Name and Ticker

or Trading Symbol:	   Vanda Pharmaceuticals, Inc. (VNDA)

Signature
Prospect Associates II, L.P.
					   By: Prospect Management Co. II,
L.L.C.
						  Its General Partner

					   By: /s/ James B.
Tananbaum, M.D.

- --------------------------------------------------
					   James B.
Tananbaum, M.D., Authorized Signatory


Joint Filer Name:		 David
Schnell, M.D.

Relationship to Issuer:	10% Owner

Address:				435
Tasso Street, Suite 200, Palo Alto, CA 94301

Designated Filer:
Prospect Management Co. II, L.L.C.

Date of Event Requiring

Statement:			  April 12, 2006

Issuer Name and Ticker
  or Trading
Symbol:	    Vanda Pharmaceuticals, Inc. (VNDA)

Signature				David
Schnell, M.D.

					    By: /s/ James B. Tananbaum, M.D.

- --------------------------------------------------
					    James B.
Tananbaum, Authorized Signatory

Joint Filer Name:		  Alex Barkas,
Ph.D.

Relationship to Issuer:	 10% Owner

Address:				 435 Tasso
Street, Suite 200, Palo Alto, CA 94301

Designated Filer:		  Prospect
Management Co. II, L.L.C.

Date of Event Requiring
  Statement:
April 12, 2006

Issuer Name and Ticker
  or Trading Symbol:	   Vanda
Pharmaceuticals, Inc. (VNDA)


Signature			    Alex Barkas, Ph.D.


					   By: /s/ James B. Tananbaum, M.D.

- --------------------------------------------------
					   James B.
Tananbaum, M.D., Authorized Signatory





Joint Filer Name:
Russell Hirsch, M.D.

Relationship to Issuer:	10% Owner


Address:				435 Tasso Street, Suite 200, Palo Alto, CA
94301


Designated Filer:		 Prospect Management Co. II, L.L.C.

Date of Event
Requiring
  Statement:			 April 12, 2006

Issuer Name and Ticker

  or Trading Symbol:	   Vanda Pharmaceuticals, Inc. (VNDA)


Signature			    Russell Hirsch, M.D.

					   By: /s/ James B.
Tananbaum, M.D.

- --------------------------------------------------
					   James B.
Tananbaum, Authorized Signatory