SEC Form 4 · accession 0001209191-17-017806
Vanda Pharmaceuticals Inc. · VNDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mihael Hristos Polymeropoulos
Officer — President and CEO · Director
Period of report
Mar 1, 2017
Accepted (ET)
Mar 3, 2017 · 5:33 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 |
|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1,F2,F3 | Mar 1, 2017 | A | 200,000 | — | A | 1,041,848 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4 | $14.50 | Mar 1, 2017 | A | 275,000 | A | — | Feb 28, 2027 | Common Stock | 275,000 | 275,000 | D |
Explanation of responses
- F1125,000 of the shares subject to this Restricted Stock Unit ("RSU") shall vest on March 1, 2018 and 75,000 of the shares subject to this RSU shall vest on March 1, 2019, provided Reporting Person remains continuously employed by the Issuer through 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.
- F2Each RSU represents a contingent right to receive a share of the Issuer's common stock.
- F3Reflects a gift of 9,000 shares as set forth on the Reporting Person's Form 5 filed on February 6, 2017.
- F4The shares subject to this option shall vest in forty-eight (48) equal monthly installments beginning March 1, 2017, provided Reporting Person remains continuously employed by the Issuer through each monthly vesting date.