SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Biomedical Sciences Investment Fund Pte Ltd.

(Last) (First) (Middle)
20 BIOPOLIS WAY
#09-01

(Street)
SINGAPORE 138668

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vanda Pharmaceuticals Inc. [ VNDA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/18/2006
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/18/2006 C 1,479,867(3) A (1) 1,481,347(3) I(6) See Footnote(6)
Common Stock 04/18/2006 C 1,091,321(3) A (2) 2,572,668(3) I(6) See Footnote(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) 04/18/2006 C 4,898,000 (4) (5) Common Stock 1,479,867(3) (1) 0 I(6) See Footnote(6)
Series B Preferred Stock (2) 04/18/2006 C 3,612,009 (4) (5) Common Stock 1,091,321(3) (2) 0 I(6) See Footnote(6)
1. Name and Address of Reporting Person*
Biomedical Sciences Investment Fund Pte Ltd.

(Last) (First) (Middle)
20 BIOPOLIS WAY
#09-01

(Street)
SINGAPORE 138668

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bio One Capital Pte Ltd.

(Last) (First) (Middle)
20 BIOPOLIS WAY
#09-01

(Street)
SINGAPORE 138668

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EDB Investments Pte Ltd.

(Last) (First) (Middle)
20 BIOPOLIS WAY
#09-01

(Street)
SINGAPORE 138668

(City) (State) (Zip)
Explanation of Responses:
1. Reflects the automatic conversion of each share of the Series A Preferred Stock into one share of Common Stock upon the close of business of the day immediately preceding the closing of the issuer's initial public offering.
2. Reflects the automatic conversion of each share of the Series B Preferred Stock into one share of Common Stock upon the close of business of the day immediately preceding the closing of the issuer's initial public offering.
3. 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.
4. Immediately.
5. Not Applicable.
6. Securities owned directly by Biomedical Sciences Investment Fund Pte. Ltd. These securities may be deemed to be beneficially owned by Bio*One Capital Pte Ltd. ("BioOne"), the fund manager of BioMedical Science Investment Fund PTE LTD ("BSIF") and EDB Investments Pte Ltd. ("EDB"), the parent company of BSIF and BioOne. Each of BioOne and EDB disclaims beneficial ownership of the reported securities except to the extent of it pecuniary interest therein, and this report shall not be deemed an admission that BioOne or EDB is the beneficial owner of the securities any purpose, except to the extent of its pecuniary interest therein.
/s/ Sze Kuan Sim, Authorized Signatory 04/18/2006
** 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 4 (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

						POWER OF ATTORNEY


    Sze Kuan Sim has signed
certain of these documents as an authorized
signatory. Note that copies
of the applicable Statement Appointing Designated
Filer and Authorized
Signatories are already on file with the appropriate
agencies.
 Exhibit 99

				JOINT FILER INFORMATION

Joint Filer Name:
Bio*One Capital Pte Ltd.

Relationship to Issuer:	  10% Owner


Address:			    20 Biopolis Way, #09-01 Centros, Singapore 138668


Designated Filer:		   Biomedical Sciences Investment Fund Pte Ltd.


Date of Event
  Requiring Statement:	   April 18, 2006

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


Signature			    Bio*One Capital Pte Ltd.

						By: /s/ Sze Kuan Sim

						    -----------------------------------
						    Sze Kuan Sim,
Authorized Signatory



Joint Filer Name:		   EDB Investments Pte
Ltd.

Relationship to Issuer:		 10% Owner

Address:				  20
Biopolis Way, #09-01 Centros, Singapore 138668

Designated Filer:
Biomedical Sciences Investment Fund Pte Ltd.

Date of Event

Requiring Statement:		 April 18, 2006

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

Signature				 EDB
Investments Pte Ltd.

						By: /s/ Sze Kuan Sim

- -----------------------------------
						    Sze Kuan Sim, Authorized
Signatory