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, par value $0.001 per share
(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:
[
]
|
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).
CUSIP
No.
921659108
|
13G
|
Page
2
of
8
Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
RA
Capital Management, LLC
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of
Organization
Massachusetts
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power
0
|
|
6.
|
Shared
Voting
Power
0
|
|
7.
|
Sole
Dispositive
Power
0
|
|
8.
|
Shared
Dispositive
Power
0
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes
o
Certain
Shares (See Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.0%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
IA
|
|
CUSIP
No.
921659108
|
13G
|
Page
3
of
8
Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Peter
Kolchinsky
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of
Organization
United
States
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power
0
|
|
6.
|
Shared
Voting
Power
0
|
|
7.
|
Sole
Dispositive
Power
0
|
|
8.
|
Shared
Dispositive
Power
0
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes
o
Certain
Shares (See Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.0%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
|
CUSIP
No.
921659108
|
13G
|
Page
4
of
8
Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
RA
Capital Healthcare Fund, L.P.
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of
Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power
0
|
|
6.
|
Shared
Voting
Power
0
|
|
7.
|
Sole
Dispositive
Power
0
|
|
8.
|
Shared
Dispositive
Power
0
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes
o
Certain
Shares (See Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.0%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
|
CUSIP
No.
921659108
|
13G
|
Page
5
of
8
Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
RA
Capital Healthcare Fund II, L.P.
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of
Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power
0
|
|
6.
|
Shared
Voting
Power
0
|
|
7.
|
Sole
Dispositive
Power
0
|
|
8.
|
Shared
Dispositive
Power
0
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes
o
Certain
Shares (See Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.0%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
|
Item
1.
(a)
Name of Issuer:
Vanda
Pharmaceuticals Inc. (the “Issuer”).
(b)
Address of the Issuer’s Principal
Executive Offices:
9605 Medical Center Drive, Suite 300,
Rockville, Maryland 20850.
Item
2.
(a)
Name of Person Filing:
This
joint statement on Schedule 13G is being filed by Peter Kolchinsky, RA Capital
Management, LLC, RA Capital Healthcare Fund, L.P. and RA Capital Healthcare Fund
II, L.P., who are collectively referred to herein as the “Reporting
Persons.” Mr. Kolchinsky (the “Manager”) is the manager of RA Capital
Management, LLC (“Capital”), which is the sole general partner of each of RA
Capital Healthcare Fund, L.P. (“Fund I”) and RA Capital Healthcare Fund II, L.P.
(“Fund II”). The Reporting Persons have entered into a Joint Filing
Agreement, dated as of the date hereof, a copy of which is filed with this
Schedule 13G as
Exhibit 1
(which is
incorporated herein by reference), pursuant to which the Reporting Persons have
agreed to file this statement jointly in accordance with the provisions of Rule
13d-1(k) under the Act.
(b)
Address of Principal Business
Office:
The principal business office of the Reporting Persons
with respect to the shares reported hereunder is 20 Park Plaza, Suite 905,
Boston, MA 02116.
(c)
Citizenship:
Capital
is a Massachusetts limited liability company. Each of Fund I and Fund
II is a Delaware limited partnership. The Manager is a United States
citizen.
(d)
Title and Class of
Securities:
Common stock, par value $0.001 per share (“Common
Stock”).
(e)
CUSIP
Number:
921659108.
Item
3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
Not
applicable.
Item
4. Ownership
The Reporting Persons, as of the date of
this filing, report the following beneficial ownership:
(a)
Amount Beneficially
Owned:
0
(b)
Percent of
Class:
0.0%
(c)
Number of Shares as to which such person
has:
(i)
sole power to vote or to direct the
vote:
0
(ii)
shared power to vote or to direct the
vote:
0
(iii)
sole power to dispose or to direct the
disposition
of:
0
(iv)
shared power to dispose or to direct the
disposition of:
0
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
|
Not
applicable.
Item
7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person
Not
applicable.
Item
8. Identification
and Classification of Members of the Group
Not
applicable.
Item
9. Notice
of Dissolution of Group
Not
applicable.
Item
10. Certification
By
signing below I hereby 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, I certify that
the information set forth in this statement is true, complete and
correct.
DATE:
RA
CAPITAL HEALTHCARE FUND, L.P.
By: RA
Capital Management, LLC
General Partner
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
RA
CAPITAL HEALTHCARE FUND II, L.P.
By: RA
Capital Management, LLC
General Partner
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
RA
CAPITAL MANAGEMENT, LLC
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
PETER
KOLCHINSKY
/s/ Peter
Kolchinsky
-------------------------------------------------
Exhibit
1
JOINT FILING
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended, the undersigned hereby agrees, as
of February 16, 2010, that only one statement containing the information
required by Schedule 13G, and each amendment thereto, need be filed with respect
to the ownership by each of the undersigned of shares of Common Stock of Vanda
Pharmaceuticals Inc. (the “Issuer”), and such statement to which this Joint
Filing Agreement is attached as
Exhibit 1
is filed on
behalf of each of the undersigned.
RA
CAPITAL HEALTHCARE FUND, L.P.
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky, Manager
RA
Capital Management, LLC
RA
CAPITAL HEALTHCARE FUND II, L.P.
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky, Manager
RA
Capital Management, LLC
RA
CAPITAL MANAGEMENT, LLC
By: /s/
Peter Kolchinsky
-------------------------------------------------
Peter
Kolchinsky
Manager
PETER
KOLCHINSKY
/s/ Peter
Kolchinsky
-------------------------------------------------
Vanda Pharmaceuticals (NASDAQ:VNDA)
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Vanda Pharmaceuticals (NASDAQ:VNDA)
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