0001209191-18-002054.txt : 20180104 0001209191-18-002054.hdr.sgml : 20180104 20180104171111 ACCESSION NUMBER: 0001209191-18-002054 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180102 FILED AS OF DATE: 20180104 DATE AS OF CHANGE: 20180104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gulino Richard L. CENTRAL INDEX KEY: 0001652208 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34186 FILM NUMBER: 18510971 MAIL ADDRESS: STREET 1: 2200 PENNSYLVANIA AVENUE STREET 2: SUITE 300E CITY: WASHINGTON STATE: DC ZIP: 20037 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vanda Pharmaceuticals Inc. CENTRAL INDEX KEY: 0001347178 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 030491827 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2200 PENNSYLVANIA AVE NW STREET 2: SUITE 300E CITY: WASHINGTON STATE: DC ZIP: 20037 BUSINESS PHONE: 202-734-3400 MAIL ADDRESS: STREET 1: 2200 PENNSYLVANIA AVE NW STREET 2: SUITE 300E CITY: WASHINGTON STATE: DC ZIP: 20037 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-01-02 0 0001347178 Vanda Pharmaceuticals Inc. VNDA 0001652208 Gulino Richard L. 2200 PENNSYLVANIA AVENUE SUITE 300E WASHINGTON DC 20037 0 1 0 0 SVP, General Counsel & Sec. Common Stock 2018-01-02 4 M 0 12500 A 76600 D Common Stock 2018-01-02 4 M 0 7500 A 99100 D Common Stock 2018-01-02 4 S 0 10367 15.1987 D 88733 D Restricted Stock Unit 2018-01-02 4 M 0 12500 0.00 D Common Stock 12500 25000 D Restricted Stock Unit 2018-01-02 4 M 0 7500 0.00 D Common Stock 7500 15000 D Each Restricted Stock Unit ("RSU") was previously reported on Table II on a Form 4 filed with the Securities and Exchange Commission ("SEC") on September 15, 2015. Each RSU represents a contingent right to receive a share of the Issuer's Common Stock. Starting with the January 2, 2018 vesting of the RSUs, the Issuer's method of reporting RSUs has been revised to report such grants in Table I rather than as previously reported in Table II. Accordingly, the share numbers reported in Column 5 of Table I includes unvested RSUs previously reported in Table II. Each RSU was previously reported on Table II on a Form 4 filed with the SEC on February 17, 2016. Represents 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.15 to $15.25, 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 (6) to this Form 4. The RSUs 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. Not Applicable. /s/ Richard L. Gulino 2018-01-04