X0306 4 2016-01-04 0 0001347178 Vanda Pharmaceuticals Inc. VNDA 0001506314 Kelly James Patrick 2200 PENNSYLVANIA AVENUE SUITE 300E WASHINGTON DC 20037 0 1 0 0 SVP, CFO, Sec & Treasurer Common Stock 2016-01-04 4 M 0 4688 A 57992 D Common Stock 2016-01-04 4 M 0 2344 A 60336 D Common Stock 2016-01-04 4 M 0 5000 A 65336 D Common Stock 2016-01-04 4 M 0 5000 A 70336 D Common Stock 2016-01-04 4 S 0 9564 8.96 D 60772 D Restricted Stock Unit 2016-01-04 4 M 0 4688 0.00 D Common Stock 4688 0 D Restricted Stock Unit 2016-01-04 4 M 0 2344 0.00 D Common Stock 2344 2344 D Restricted Stock Unit 2016-01-04 4 M 0 5000 0.00 D Common Stock 5000 10000 D Restricted Stock Unit 2016-01-04 4 M 0 5000 0.00 D Common Stock 5000 15000 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 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.88 to $9.12, 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. The RSUs shall vest in four (4) equal annual installments beginning January 1, 2013, 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. 50% of the original RSU award vested on July 29, 2013 due to milestone achievement, the remaining RSUs vest in four (4) equal annual installments beginning January 1, 2014, provided Reporting Person 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 shall 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 Permissable Trading Day (as defined in the RSU Agreement) that occurs on or after the day when the RSUs vest. The RSUs shall 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 Permissable Trading Day (as defined in the RSU Agreement) that occurs on or after the day when the RSUs vest. /s/ James Patrick Kelly 2016-01-06