UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
Vanda
Pharmaceuticals Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
921659108
(CUSIP
Number)
December
31, 2009
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[
x
] Rule
13d-1(b)
[ x
] Rule
13d-1(c)
[ ] Rule
13d-1(d)
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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
control number.
|
1.
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Names
of Reporting Persons.*
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Partner
Fund Management, L.P.
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*See
Item 4 for shares of the issuer's common stock beneficially owned by other
reporting persons.
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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4.
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Citizenship
or Place of Organization
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Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5. Sole
Voting
Power
0
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6. Shared
Voting
Power
0
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7. Sole
Dispositive
Power
0
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8. Shared
Dispositive
Power
0
|
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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0
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
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11.
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Percent
of class: Represented by Amount in Row (9)
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0%
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12.
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Type
of Reporting Person (See Instructions)
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IA,
PN
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Item
1.
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Vanda
Pharmaceuticals Inc.
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|
(b)
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Address
of Issuer's Principal Executive
Offices
|
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9605
Medical Center Drive, Suite 300, Rockville, MD
20850
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Item
2.
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(a)
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The
name of the person filing this statement
is:
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Partner Fund
Management, L.P. ("PFM")
|
|
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(b)
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The
principal business office of PFM is located
at:
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One Market Street,
Suite 2200, Steuart Tower
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|
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(c)
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PFM
was organized in Delaware.
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(d)
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This
statement relates to shares of common stock of the Issuer (the
"Stock").
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(e)
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The
CUSIP number of the Issuer is:
921659108
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`Item
3.
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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:
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(a)
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[ ]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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[ ]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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[ ]
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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[ ]
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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[ X
]
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An
investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E) (as
to PFM and PIM) (See Item 4).
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(f)
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[ ]
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An
employee benefit plan or endowment fund in accordance with section
240.13d-1(b)(1)(ii)(F).
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(g)
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[ X
]
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A
parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G) (as to PFM LLC, PIM LLC, Mr. James and
Mr. Grossman) (See Item 4).
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(h)
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[ ]
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A
savings association as defined in section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
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(i)
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[ ]
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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).
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(j)
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[ X
]
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Group,
in accordance with section
240.13d-1(b)(1)(ii)(J).
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The Stock
reported as beneficially owned by PFM on its cover page includes the shares of
Stock also beneficially owned by the PFM affiliates listed below. PFM
and such affiliates are together, the “Filers.” PFM is filing this
Schedule 13G on behalf of all of the Filers.
1.
Christopher M. James,
a U.S.
citizen
(a) Amount
of stock beneficially owned: 0
(b) Percent
of class: 0
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 0
(iii) Sole
power to dispose or direct the disposition of: 0
(iv) Shared
power to dispose or direct the disposition of: 0
2.
Brian D. Grossman,
a U.S.
citizen
(a) Amount
of stock beneficially owned: 0
(b) Percent
of class: 0
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 0
(iii) Sole
power to dispose or direct the disposition of: 0
(iv) Shared
power to dispose or direct the disposition of: 0
3.
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Partner Fund Management GP,
LLC
, a Delaware limited liability company
(“PFM
LLC”)
|
(a) Amount
of stock beneficially owned : 0
(b) Percent
of class: 0
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 0
(iii) Sole
power to dispose or direct the disposition of: 0
(iv) Shared
power to dispose or direct the disposition of: 0
4.
Partner Asset Management, LLC
,
a Delaware limited liability company
(“PAM”)
(a) Amount
of stock beneficially owned : 0
(b) Percent
of class: 0
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 0
(iii) Sole
power to dispose or direct the disposition of: 0
(iv) Shared
power to dispose or direct the disposition of: 0
5.
Partner Investment Management,
L.P.
, a Delaware limited partnership (“PIM”)
(a) Amount
of stock beneficially owned : 0
(b) Percent
of class: 0
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 0
(iii) Sole
power to dispose or direct the disposition of: 0
(iv) Shared
power to dispose or direct the disposition of: 0
6.
Partner Investment Management GP,
LLC
, a Delaware limited liability company
(“PIM LLC”)
(a) Amount
of stock beneficially owned : 0
(b) Percent
of class: 0
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or direct the vote: 0
(ii) Shared
power to vote or direct the vote: 0
(iii) Sole
power to dispose or direct the disposition of: 0
(iv) Shared
power to dispose or direct the disposition of: 0
Item
5.
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Ownership
of Five Percent or Less of a Class
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If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [
X
].
Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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PFM and
PIM are SEC-registered investment advisers whose clients have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Stock. No client of either separately holds
more than five percent of the outstanding Stock.
Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company.
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Not
applicable.
Item
8.
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Identification
and Classification of Members of the
Group.
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PFM is
the investment adviser to investment funds and other accounts. PIM is
the investment adviser to investment funds of which PAM is the general partner
and other accounts. PFM LLC is the general partner of
PFM. PIM LLC is the general partner of PIM. Mr. James is
the Chief Investment Officer and a member of the management committee of all of
the foregoing entities. Mr. James and Mr. Grossman are the portfolio
managers of funds, of which PFM or PIM is the investment adviser and of which
PAM is the general partner, and other accounts. They are also members
of the management committees of PFM, PIM and PAM. The Filers
constitute a group, but expressly disclaim membership in a group with any other
person. Further, each of the Filers disclaims beneficial ownership of
the Stock except to the extent of that Filer’s pecuniary interest
therein.
Item
9.
|
Notice
of Dissolution of Group
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Not
applicable.
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Certification
of PFM, PFM LLC, PIM, PIM LLC, Mr. James and Mr.
Grossman:
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, PFM certifies on
behalf of itself and all of the persons and entities named in Item 4 of this
Schedule 13G that the information set forth in this statement is true, complete
and correct.
Dated: February
12, 2010
PARTNER
FUND MANAGEMENT, L.P.
By:
Linda E. Fitzgerald, Chief
Compliance Officer
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EXHIBIT
A
AGREEMENT
REGARDING JOINT FILING
OF
STATEMENT ON SCHEDULE 13D OR 13G
The
undersigned agree to file jointly with the Securities and Exchange Commission
(the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any
amendments or supplements thereto) required under section 13(d) of the
Securities Exchange Act of 1934, as amended, in connection with purchases and
sales by the undersigned of securities of any issuer, until such time as the
undersigned file with the SEC a statement terminating this Agreement Regarding
Joint Filing of Statement on Schedule 13D or 13G. For that purpose,
the undersigned hereby constitute and appoint Partner Fund Management, L.P., a
Delaware limited partnership, as their true and lawful agent and
attorney-in-fact, with full power and authority for and on behalf of the
undersigned to prepare or cause to be prepared, sign, file with the SEC and
furnish to any other person all certificates, instruments, agreements and
documents necessary to comply with section 13(d) and section 16(a) of the
Securities Exchange Act of 1934, as amended, in connection with said purchases
and sales, and to do and perform every act necessary and proper to be done
incident to the exercise of the foregoing power, as fully as the undersigned
might or could do if personally present, until such time as the undersigned file
with the SEC a statement terminating this Agreement Regarding Joint Filing of
Statement on Schedule 13D or 13G.
Dated: July
29, 2009
PARTNER
FUND MANAGEMENT, L.P.
By:/s/
Linda E. Fitzgerald, Chief Compliance Officer
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PARTNER
INVESTMENT MANAGEMENT, L.P.
By:/s/
Linda E. Fitzgerald, Chief Compliance Officer
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PARTNER
FUND MANAGEMENT GP, LLC
By: /s/
Eric T. Moore, Chief Financial Officer
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PARTNER
INVESTMENT MANAGEMENT GP, LLC
By: /s/
Eric T. Moore, Chief Financial Officer
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PARTNER
ASSET MANAGEMENT, LLC
By: /s/
Eric T. Moore, Chief Financial Officer
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/s/
Christopher M. James
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/s/
Brian D. Grossman
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67700241631799.3
Vanda Pharmaceuticals (NASDAQ:VNDA)
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Vanda Pharmaceuticals (NASDAQ:VNDA)
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부터 7월(7) 2023 으로 7월(7) 2024