Unassociated Document

0001193805-15-000776.txt : 20150518 0001193805-15-000776.hdr.sgml : 20150518 20150518170640 ACCESSION NUMBER: 0001193805-15-000776 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150515 FILED AS OF DATE: 20150518 DATE AS OF CHANGE: 20150518 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vanda Pharmaceuticals Inc. CENTRAL INDEX KEY: 0001347178 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 030491827 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2200 PENNSYLVANIA AVE NW STREET 2: SUITE 300E CITY: WASHINGTON STATE: DC ZIP: 20037 BUSINESS PHONE: 202-734-3400 MAIL ADDRESS: STREET 1: 2200 PENNSYLVANIA AVE NW STREET 2: SUITE 300E CITY: WASHINGTON STATE: DC ZIP: 20037 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield International Master Fund, L.P. CENTRAL INDEX KEY: 0001565089 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34186 FILM NUMBER: 15874001 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-692-7108 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD PARTNERS, LP CENTRAL INDEX KEY: 0001301041 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34186 FILM NUMBER: 15874002 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Special Situations Fund, L.P. CENTRAL INDEX KEY: 0001354395 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34186 FILM NUMBER: 15874003 BUSINESS ADDRESS: STREET 1: 780 3RD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 3RD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD MANAGEMENT CO CENTRAL INDEX KEY: 0001009258 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34186 FILM NUMBER: 15874004 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD MANAGEMENT CO /NY DATE OF NAME CHANGE: 19981022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flynn James E CENTRAL INDEX KEY: 0001352546 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34186 FILM NUMBER: 15874006 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Mgmt L.P. CENTRAL INDEX KEY: 0001010823 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34186 FILM NUMBER: 15874005 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD CAPITAL LP DATE OF NAME CHANGE: 20050930 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD CAPITAL LP ET AL DATE OF NAME CHANGE: 19960318 3 1 e613688_3-vanda.xml OWNERSHIP DOCUMENT X0206 3 2015-05-15 0 0001347178 Vanda Pharmaceuticals Inc. VNDA 0001352546 Flynn James E 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001010823 Deerfield Mgmt L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001009258 DEERFIELD MANAGEMENT CO 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001354395 Deerfield Special Situations Fund, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001301041 DEERFIELD PARTNERS, LP 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001565089 Deerfield International Master Fund, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group Common Stock 751978 I Through Deerfield Special Situations Fund, L.P. Common Stock 1774159 I Through Deerfield Partners, L.P. Common Stock 2258020 I Through Deerfield International Master Fund, L.P. This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Avalanche Biotechnologies, Inc. filed with the Securities and Exchange Commission on July 30, 2014 by Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Private Design Fund III, L.P. and James E. Flynn. /s/ Jonathan Isler 2015-05-18 EX-99 2 e613688_ex99.htm Unassociated Document

Joint Filer Information

Names:	Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P.

Address:	780 Third Avenue, 37th Floor New York, NY 10017

Designated Filer:	James E. Flynn

Issuer and Ticker Symbol:	Vanda Pharmaceuticals, Inc. [VNDA]

Date of Event Requiring Statement:	May 15, 2015

The undersigned, Deerfield Mgmt, L.P., Deerfield Management Company, L.P. , Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. are jointly filing the attached Initial Statement of Beneficial Ownership on Form 3 with James E. Flynn with respect to the beneficial ownership of securities of Vanda Pharmaceuticals, Inc.

Signatures:

DEERFIELD MGMT, L.P.

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

DEERFIELD MANAGEMENT COMPANY, L.P.

By: Flynn Management LLC, General Partner

By: /s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

DEERFIELD SPECIAL SITUATIONS FUND, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

DEERFIELD PARTNERS, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

DEERFIELD INTERNATIONAL MASTER FUND, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact