SEC Form 4 · accession 0001209191-17-002200
Vanda Pharmaceuticals Inc. · VNDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Patrick Kelly
Officer — SVP, CFO & Treasurer
Period of report
Jan 3, 2017
Accepted (ET)
Jan 5, 2017 · 5:01 pm EST
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 | Jan 3, 2017 | M | 2,344 | — | A | 63,116 | D | |
| Common StockF1 | Jan 3, 2017 | M | 5,000 | — | A | 68,116 | D | |
| Common StockF1 | Jan 3, 2017 | M | 5,000 | — | A | 73,116 | D | |
| Common StockF1 | Jan 3, 2017 | M | 7,500 | — | A | 80,616 | D | |
| Common StockF3 | Jan 3, 2017 | S | 10,895 | $15.5129 | D | 69,721 | 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 | — | Jan 3, 2017 | M | 2,344 | A | — | — | Common Stock | 2,344 | 0 | D |
| Restricted Stock UnitF1,F6,F5 | — | Jan 3, 2017 | M | 5,000 | A | — | — | Common Stock | 5,000 | 5,000 | D |
| Restricted Stock UnitF1,F7,F5 | — | Jan 3, 2017 | M | 5,000 | A | — | — | Common Stock | 5,000 | 10,000 | D |
| Restricted Stock UnitF1,F8,F5 | — | Jan 3, 2017 | M | 7,500 | A | — | — | Common Stock | 7,500 | 22,500 | 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. Such sale was executed pursuant to an irrevocable election made by the Reporting Person during an open trading window under a program approved by the Compensation Committee of the Issuer's Board of Directors.
- F3The price reported in Column 4 is a weighted average price. The Reporting The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.35 to $15.95, 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.
- F450% 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.
- F5Not Applicable.
- F6The 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 Permissible Trading Day (as defined in the RSU Agreement) that occurs on or after the day when the RSUs vest
- F7The RSUs shall vest in four (4) equal annual installments beginning January 1, 2016, provided Reporting Person remains continuously employed by the Issuer through each annual 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, 2017, provided Reporting Person remains continuously employed by the Issuer through each annual 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.