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SC 13G/A Filing
Vanda Pharmaceuticals (VNDA) SC 13G/AVanda Pharmaceuticals Inc.
Filed: 30 Jul 13, 12:00am
CUSIP No. 92165918 | Page 2 of 5 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Patrick Lee, MD | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | |||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
6 | SHARED VOTING POWER 3,141,014 | |||
7 | SOLE DISPOSITIVE POWER 0 | |||
8 | SHARED DISPOSITIVE POWER 3,141,014 | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,141,014 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o | o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.1% | |||
12 | TYPE OF REPORTING PERSON (See Instructions) IN, HC |
CUSIP No. 92165918 | Page 3 of 5 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Anthony Joonkyoo Yun, MD | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | |||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
6 | SHARED VOTING POWER 3,141,014 | |||
7 | SOLE DISPOSITIVE POWER 0 | |||
8 | SHARED DISPOSITIVE POWER 3,141,014 | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,141,014 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o | o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.1% | |||
12 | TYPE OF REPORTING PERSON (See Instructions) IN, HC |
CUSIP No. 92165918 | Page 4 of 5 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Palo Alto Investors, LLC | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | |||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION California | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
6 | SHARED VOTING POWER 3,141,014 | |||
7 | SOLE DISPOSITIVE POWER 0 | |||
8 | SHARED DISPOSITIVE POWER 3,141,014 | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,141,014 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o | o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.1% | |||
12 | TYPE OF REPORTING PERSON (See Instructions) OO, IA |
CUSIP No. 92165918 | Page 5 of 5 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Palo Alto Healthcare Master Fund II, L.P. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x | |||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
6 | SHARED VOTING POWER 1,633,784 | |||
7 | SOLE DISPOSITIVE POWER 0 | |||
8 | SHARED DISPOSITIVE POWER 1,633,784 | |||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,633,784 | |||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o | o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8% | |||
12 | TYPE OF REPORTING PERSON (See Instructions) PN |
(a) | Name of Issuer |
Vanda Pharmaceuticals, Inc. |
(b) | Address of Issuer’s Principal Executive Offices |
2200 Pennsylvania Avenue, N.W., Suite 300E, Washington, D.C. 20037 |
(a) | The names of the persons filing this statement are: |
Palo Alto Investors, LLC (“PAI”) |
Patrick Lee, MD |
Anthony Joonkyoo Yun, MD |
Palo Alto Healthcare Master Fund II, L.P. (“Healthcare Master II”) |
(collectively, the “Filers”). |
(b) | The principal business office of the Filers except for Healthcare Master II is located at: |
470 University Avenue, Palo Alto, CA 94301 |
The principal business office of Healthcare Master II is located at: |
c/o Citco Fund Services (Cayman Islands) Limited |
89 Nexus Way |
Camana Bay |
P.O. Box 31106 |
Grand Cayman |
Cayman Islands KY1-1205 |
(c) | For citizenship of Filers, see Item 4 of the cover sheet for each Filer. |
(d) | This statement relates to shares of Common Stock of the Issuer (the “Stock”). |
(e) | The CUSIP number of the Issuer is: 921659108 |
Item 3. | If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | [ ] | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
(d) | [ ] | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
(e) | [ x ] | An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E) (as to PAI). |
(f) | [ ] | An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F). |
(g) | [ x ] | A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G) (as to Dr. Lee and Dr. Yun). |
(h) | [ ] | A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
(i) | [ ] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
(j) | [ ] | A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J). |
(k) | [ ] | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
Item 4. | Ownership. |
Item 5. | Ownership of Five Percent or Less of a Class |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10. | Certification. |
Exhibits. |
Exhibit A Joint Filing Agreement. |
PALO ALTO HEALTHCARE MASTER FUND II, L.P. By: Palo Alto Investors, LLC, General Partner By: /s/ Scott Smith Scott Smith, Chief Operating Officer | PALO ALTO INVESTORS, LLC By: /s/ Scott Smith Scott Smith, Chief Operating Officer |
/s/ Patrick Lee Patrick Lee, MD | /s/ Anthony Joonkyoo Yun Anthony Joonkyoo Yun, MD |
PALO ALTO HEALTHCARE MASTER FUND II, L.P. By: Palo Alto Investors, LLC, General Partner By: /s/ Scott Smith Scott Smith, Chief Operating Officer | PALO ALTO INVESTORS, LLC By: /s/ Scott Smith Scott Smith, Chief Operating Officer |
/s/ Patrick Lee Patrick Lee, MD | /s/ Anthony Joonkyoo Yun Anthony Joonkyoo Yun, MD |