SEC Form 4 · accession 0001209191-15-025770
Vanda Pharmaceuticals Inc. · VNDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Patrick Kelly
Officer — SVP, CFO, Sec & Treasurer
Period of report
Mar 10, 2015
Accepted (ET)
Mar 12, 2015 · 6:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001347178
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 10, 2015 | M | 12,500 | — | A | 53,723 | D | |
| Common StockF1 | Mar 10, 2015 | M | 4,687 | — | A | 58,410 | D | |
| Common StockF1 | Mar 10, 2015 | M | 2,344 | — | A | 60,754 | D | |
| Common StockF1 | Mar 10, 2015 | M | 5,000 | — | A | 65,754 | D | |
| Common StockF3 | Mar 10, 2015 | S | 12,450 | $10.53 | D | 53,304 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1,F4,F5 | — | Mar 10, 2015 | M | 12,500 | D | — | — | Common Stock | 12,500 | 0 | D |
| Restricted Stock UnitF1,F6,F5 | — | Mar 10, 2015 | M | 4,687 | D | — | — | Common Stock | 4,687 | 4,688 | D |
| Restricted Stock UnitF1,F7,F5 | — | Mar 10, 2015 | M | 2,344 | D | — | — | Common Stock | 2,344 | 4,688 | D |
| Restricted Stock UnitF1,F8,F5 | — | Mar 10, 2015 | M | 5,000 | D | — | — | Common Stock | 5,000 | 15,000 | D |
Explanation of responses
- F1Each Restricted Stock Unit ("RSU") represents a contingent right to receive a share of the Issuer's common stock.
- F2Represents shares of the Issuer's common stock sold to satisfy tax obligations relating to the acquisition of shares of the Issuer's common stock in connection with the settlement of the vested portion of RSUs as reflected in this Form 4.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.48 to $10.66, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4.
- F4The RSUs shall vest in four (4) equal annual installments beginning January 1, 2012, provided Reporting Person has remained in continuous service with the Issuer on each applicable 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.
- F5Not Applicable.
- F6The RSUs shall vest in four (4) equal annual installments beginning January 1, 2013, provided Reporting Person remains continuously employed by the Issuer through each annual vesting date. Vested shares will be delivered on the First Permissable Trading Day (as defined in the RSU Agreement) that occurs on or after the day when the RSUs vest.
- F750% of the original RSU award vested on July 29, 2013 due to milestone achievement, the remaining RSUs vest in four (4) equal annual installments beginning January 1, 2014, provided Reporting Person has remained in continuous service with the Issuer on each applicable 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.
- F8The RSUs shall vest in four (4) equal annual installments beginning January 1, 2015, provided Reporting Person remains continuously employed by the Issuer through each annual vesting date. Vested shares will be delivered on the First Permissable Trading Day (as defined in the RSU Agreement) that occurs on or after the day when the RSUs vest.