X0306 4 2016-02-12 0 0001347178 Vanda Pharmaceuticals Inc. VNDA 0001368393 Baroldi Paolo 2200 PENNSYLVANIA AVENUE SUITE 300E WASHINGTON DC 20037 0 1 0 0 SVP & Chief Medical Officer Employee Stock Option (Right to Buy) 7.94 2016-02-12 4 A 0 70000 0.00 A 2026-02-11 Common Stock 70000 70000 D Restricted Stock Unit 2016-02-12 4 A 0 30000 0.00 A Common Stock 30000 30000 D The shares subject to this option shall vest in forty-eight (48) equal monthly installments beginning March 12, 2016, provided Reporting Person remains continuously employed by the Issuer through each monthly vesting date. Each Restricted Stock Unit ("RSU") represents a contingent right to receive a share of the Issuer's common stock. The 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 Permissable Trading Day (as defined in the RSU Agreement) that occurs on or after the day when the RSUs vest. Not Applicable. /s/ Paolo Baroldi 2016-02-12