X0306 4 2014-02-18 0 0001347178 Vanda Pharmaceuticals Inc. VNDA 0001355537 Polymeropoulos Mihael Hristos 2200 PENNSYLVANIA AVENUE SUITE 300E WASHINGTON DC 20037 1 1 0 0 President and CEO Common Stock 2014-02-18 4 M 0 18750 A 490386 D Common Stock 2014-02-18 4 M 0 12500 A 502886 D Common Stock 2014-02-18 4 M 0 12500 A 515386 D Common Stock 2014-02-18 4 M 0 6250 A 521636 D Common Stock 2014-02-18 4 F 0 17772 13.46 D 503864 D Restricted Stock Unit 2014-02-18 4 M 0 18750 D Common Stock 18750 0 D Restricted Stock Units 2014-02-18 4 M 0 12500 D Common Stock 12500 12500 D Restricted Stock Units 2014-02-18 4 M 0 12500 D Common Stock 12500 25000 D Restricted Stock Units 2014-02-18 4 M 0 6250 D Common Stock 6250 18750 D Each Restricted Stock Unit ("RSU") represents a contingent right to receive a share of the Issuer's common stock. Represents shares of the Issuer's common stock withheld 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. The RSUs vest in four equal annual installments beginning January 1, 2011, provided that Mr. Polymeropoulos 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. Not Applicable. The RSUs vest in four equal annual installments beginning January 1, 2012, provided that Mr. Polymeropoulos 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. The RSUs vest in four equal annual installments beginning January 1, 2013, provided that Mr. Polymeropoulos 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. 50% of the original RSU award vested on July 29, 2013 due to milestone achievement, the remaining RSUs vest in four equal annual installments beginning January 1, 2014, provided that Mr. Polymeropoulos 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. /s/ Mihael Hristos Polymeropoulos 2014-02-20