SEC Form 4 · accession 0001209191-18-015872
Vanda Pharmaceuticals Inc. · VNDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gunther Birznieks
Officer — SVP, Business Development
Period of report
Feb 28, 2018
Accepted (ET)
Mar 2, 2018 · 5:32 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 | Feb 28, 2018 | A | 30,000 | — | A | 148,366 | D | |
| Common StockF3 | Mar 1, 2018 | S | 8,525 | $18.722 | D | 139,841 | 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 | $18.85 | Feb 28, 2018 | A | 70,000 | A | — | Feb 27, 2028 | Common Stock | 70,000 | 70,000 | D |
Explanation of responses
- F1Represents shares of common stock underlying a time-based restricted stock unit award ("RSU"). The RSU vests in four (4) equal annual installments beginning February 28, 2019, provided the 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.
- 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 $18.35 to $18.95, 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.
- F4The option vests in forty-eight (48) equal monthly installments beginning on February 28, 2018, provided the Reporting Person remains continuously employed by the Issuer through each vesting date.