0001209191-18-002064.txt : 20180104
0001209191-18-002064.hdr.sgml : 20180104
20180104171349
ACCESSION NUMBER: 0001209191-18-002064
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: Polymeropoulos Mihael Hristos
CENTRAL INDEX KEY: 0001355537
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34186
FILM NUMBER: 18511006
MAIL ADDRESS:
STREET 1: 9605 MEDICAL CENTER DRIVE SUITE 300
CITY: ROCKVILLE
STATE: MD
ZIP: 20850
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
0001355537
Polymeropoulos Mihael Hristos
2200 PENNSYLVANIA AVENUE
SUITE 300E
WASHINGTON
DC
20037
1
1
0
0
President and CEO
Common Stock
2017-12-28
5
G
0
E
10000
0.00
D
1031848
D
Common Stock
2018-01-02
4
M
0
250000
5.76
A
1281848
D
Common Stock
2018-01-02
4
S
0
170225
15.2958
D
1111623
D
Common Stock
2018-01-02
4
M
0
12500
A
1124123
D
Common Stock
2018-01-02
4
M
0
12500
A
1149123
D
Common Stock
2018-01-02
4
M
0
18750
A
1205373
D
Common Stock
2018-01-02
4
S
0
21535
15.296
D
1183838
D
Employee Stock Option (Right to Buy)
5.76
2018-01-02
4
M
0
250000
0.00
D
2018-01-03
Common Stock
250000
0
D
Restricted Stock Unit
2018-01-02
4
M
0
12500
0.00
D
Common Stock
12500
0
D
Restricted Stock Unit
2018-01-02
4
M
0
12500
0.00
D
Common Stock
12500
12500
D
Restricted Stock Unit
2018-01-02
4
M
0
18750
0.00
D
Common Stock
18750
37500
D
Represents a gift to a charitable organization.
Represents shares of the Issuer's common stock sold to satisfy the exercise price and certain tax obligations relating to the acquisition of shares of the Issuer's common stock in connection with the exercise of certain stock options, which were scheduled to expire January 3, 2018 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 $15.25 to $15.45, 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.
Each Restricted Stock Unit ("RSU") was previously reported on Table II on a Form 4 filed with the Securities and Exchange Commission ("SEC") on December 4, 2013.
Each RSU represents a contingent right to receive a share of the Issuer's Common Stock.
Each RSU was previously reported on Table II on a Form 4 filed with the SEC on December 5, 2014.
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 option vested in 48 equal monthly installments beginning on February 4, 2008.
The RSUs vest in four (4) equal annual installments beginning January 1, 2015, 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.
The RSUs vest in four (4) equal annual installments beginning January 1, 2016, 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.
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.
/s/ Mihael Hristos Polymeropoulos
2018-01-04