- Amended Statement of Ownership (SC 13G/A)
16 2월 2010 - 8:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)
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.
|
Names
of Reporting Persons.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
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
1,097,883
|
7. Sole
Dispositive
Power
0
|
8. Shared
Dispositive
Power
1,097,883
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,097,883
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
4.0%
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
IN,
HC
|
|
1.
|
Names
of Reporting Persons.
|
|
I.R.S.
Identification Nos. of above persons (entities
only).
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
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
1,097,883
|
7. Sole
Dispositive
Power
0
|
8. Shared
Dispositive
Power
1,097,883
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,097,883
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
4.0
%
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
IN,
HC
|
|
1.
|
Names
of Reporting Persons.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
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
1,097,883
|
7. Sole
Dispositive
Power
0
|
8. Shared
Dispositive
Power
1,097,883
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,097,883
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
4.0%
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
CO,
HC
|
|
1.
|
Names
of Reporting Persons.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
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
1,097,883
|
7. Sole
Dispositive
Power
0
|
8. Shared
Dispositive
Power
1,097,883
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,097,883
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
4.0%
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
OO,
IA
|
Item
1.
|
Vanda
Pharmaceuticals, Inc.
|
|
(b)
|
Address
of Issuer's Principal Executive
Offices
|
|
9605
Medical Center Drive, Suite 300, Rockville, MD
20850
|
Item 2.
|
(a)
|
The
names of the persons filing this statement
are:
|
|
Palo
Alto Investors, LLC ("PAI")
|
|
(collectively,
the "Filers").
|
|
(b)
|
The
principal business office of the Filers except Healthcare Master is
located at:
|
|
470
University Avenue, Palo Alto, CA
94301
|
|
(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 Palo Alto Investors, Mr. Edwards 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).
|
If filing
as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please
specify the type of institution
_______________________________________________________________.
See Items
5-9 and 11 of the cover page for each Filer.
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
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.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
PAI is a
registered investment adviser and is the general partner and investment adviser
of Healthcare Master and other investment limited partnerships, and is the
investment adviser to other investment funds. PAI’s 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 individual client separately
holds more than five percent of the outstanding Stock.
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company.
|
Not
applicable.
Item
8.
|
Identification
and Classification of Members of the
Group.
|
Palo Alto
Investors is the manager of PAI. Mr. Edwards is the controlling
shareholder of Palo Alto Investors. Dr. Yun is the President of PAI
and Palo Alto Investors. The Filers are filing this Schedule 13G
jointly, but not as members of a group, and each of them expressly disclaims
membership in a group. Each of PAI, Palo Alto Investors, Mr. Edwards
and Dr. Yun disclaims beneficial ownership of the Stock except to the extent of
that Filer’s pecuniary interest therein.
Item
9.
|
Notice
of Dissolution of Group
|
Not
applicable.
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.
Exhibits
Exhibit
A Joint Filing Agreement.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: February
12, 2010
PALO
ALTO INVESTORS
By:
Mark Shamia, Chief Operating
Officer
|
PALO
ALTO INVESTORS, LLC
By: Palo
Alto Investors, Manager
By:
Mark Shamia, Chief Operating
Officer
|
William
L. Edwards
|
Anthony
Joonkyoo Yun, MD
|
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 the 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 Palo Alto Investors, LLC, a
California limited liability company, 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: February
13, 2009
PALO
ALTO INVESTORS
By:
Mark Shamia, Chief Operating
Officer
|
PALO
ALTO INVESTORS, LLC
By: Palo
Alto Investors, Manager
By: /s/
Mark Shamia
Chief Operating
Officer
|
/s/
William Leland Edwards
|
/s/
Anthony Joonkyoo Yun, MD
|
Vanda Pharmaceuticals (NASDAQ:VNDA)
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Vanda Pharmaceuticals (NASDAQ:VNDA)
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