Vanda Pharmaceuticals Inc.

04/13/2026 | Press release | Distributed by Public on 04/13/2026 15:37

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Howell Scott Laverne
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2026
3. Issuer Name and Ticker or Trading Symbol
Vanda Pharmaceuticals Inc. [VNDA]
(Last) (First) (Middle)
2200 PENNSYLVANIA AVENUE NW, SUITE 300E
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP and Chief People Officer
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
WASHINGTON, DC 20037
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 99,360 D
Common Stock 8,175(1) D
Common Stock 50,000(2) D
Common Stock 75,000(3) D
Common Stock 100,000(4) D
Common Stock 9,620 I By Foundation(5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (6) 02/15/2033 Common Stock 77,500 $7.05 D
Stock Option (Right to Buy) (7) 02/27/2032 Common Stock 61,200 $11.36 D
Stock Option (Right to Buy) (7) 02/23/2031 Common Stock 28,600 $20.28 D
Stock Option (Right to Buy) (7) 02/25/2030 Common Stock 25,000 $11.32 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Howell Scott Laverne
2200 PENNSYLVANIA AVENUE NW
SUITE 300E
WASHINGTON, DC 20037
VP and Chief People Officer

Signatures

/s/ Scott Laverne Howell 04/13/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents shares of common stock underlying a time-based restricted stock unit award ("RSU"). The RSU will vest in full on March 1, 2027, provided the Reporting Person remains continuously employed by the Issuer through such 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.
(2) Represents shares of common stock underlying an RSU award. One-half of the RSU will vest on March 1, 2027, and the remaining one-half of the RSU will vest on March 1, 2028, provided the Reporting Person remains continuously employed by the Issuer through each vesting date. Vested shares will be delivered on the First Permissible Trading Day that occurs on or after the day when the RSUs vest.
(3) Represents shares of common stock underlying an RSU award. The RSU vests as follows: 1/3 will vest on March 1, 2027, 1/3 will vest on March 1, 2028, and the remaining 1/3 will vest on March 1, 2029, provided the Reporting Person remains continuously employed by the Issuer through each annual vesting date. Vested shares will be delivered on the First Permissible Trading Day that occurs on or after the day when the RSUs vest.
(4) Represents shares of common stock underlying an RSU award. The RSU vests in four (4) equal annual installments with the first annual vest taking place on March 1, 2027, provided the Reporting Person remains continuously employed by the Issuer through each annual vesting date. Vested shares will be delivered on the First Permissible Trading Day that occurs on or after the day when the RSUs vest.
(5) Represents securities held by a foundation controlled by the Reporting Person and his family members.
(6) The option vests in equal monthly installments on the 16th day of each month through February 16, 2027, provided the Reporting Person provides continuous service to the Issuer through the applicable vesting date.
(7) The option is fully vested and immediately exercisable.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Vanda Pharmaceuticals Inc. published this content on April 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 13, 2026 at 21:37 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]