Amended Statement of Ownership (sc 13g/a)
15 2월 2013 - 1:37AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Schedule 13G/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)
*
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Vanda Pharmaceuticals Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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921659108
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(CUSIP Number)
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December 31, 2012
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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*The remainder
of this cover page shall be filled out for a reporting persons 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).
Persons
who 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.
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CUSIP No. 921659108
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13G/A
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Page 2 of 10 Pages
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1.
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NAMES OF
REPORTING PERSONS
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Great Point Partners, LLC
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I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
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37-1475292
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2.
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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o
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(b)
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o
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3.
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SEC USE
ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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USA
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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2,300,021
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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2,300,021
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,300,021
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10.
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CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
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o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.15%
1
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12.
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TYPE OF
REPORTING PERSON
(See Instructions)
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IA
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1
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Based on a total of 28,226,743 shares outstanding, as reported in the Issuers quarterly report on Form 10-Q
filed with the SEC on November 8, 2012.
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CUSIP No. 921659108
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13G/A
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Page 3 of 10 Pages
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1.
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NAMES OF
REPORTING PERSONS
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Dr. Jeffrey R. Jay, M.D.
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I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
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2.
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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o
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(b)
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o
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3.
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SEC USE
ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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USA
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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2,300,021
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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2,300,021
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,300,021
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10.
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CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
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o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.15%
1
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12.
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TYPE OF
REPORTING PERSON
(See Instructions)
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IN
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CUSIP No. 921659108
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13G/A
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Page 4 of 10 Pages
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1.
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NAMES OF
REPORTING PERSONS
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Mr. David Kroin
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I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY):
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2.
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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o
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(b)
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o
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3.
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SEC USE
ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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USA
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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2,300,021
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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2,300,021
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,300,021
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10.
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CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
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o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.15%
1
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12.
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TYPE OF
REPORTING PERSON
(See Instructions)
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IN
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CUSIP No. 921659108
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13G/A
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Page 5 of 10 Pages
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Item 1.
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(a)
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Name of
Issuer
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Vanda Pharmaceuticals Inc.
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(b)
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Address of
Issuers Principal Executive Offices
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2200 Pennsylvania Avenue, N.W., Suite 300 E, Washington, D.C. 20037
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Item 2.
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(a)
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Name of
Person Filing
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Great Point
Partners, LLC
Dr. Jeffrey R. Jay, M.D.
Mr. David Kroin
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The Reporting Persons have entered into a Joint Filing
Agreement, dated February 14, 2013, a copy of which is filed with this Schedule
13G/A as Exhibit A, pursuant to which the Reporting Persons have agreed to file
this statement jointly in accordance with the provisions of Rule 13d-1(k)(1)
under the Act.
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(b)
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Address of
Principal Business Office, or if none, Residence
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The address
of the principal business office of each of the Reporting Persons is
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165 Mason
Street, 3rd Floor
Greenwich, CT 06830
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(c)
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Citizenship
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Great Point
Partners, LLC is a limited liability company organized under the laws of the
State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United
States. Mr. David Kroin is a citizen of the United States.
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(d)
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Title of
Class of Securities
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Common Stock
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(e)
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CUSIP Number
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921659108
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Item 3.
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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:
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Not
Applicable.
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(a)
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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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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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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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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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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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CUSIP No. 921659108
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13G/A
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Page 6 of 10 Pages
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(g)
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A parent
holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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A savings
associations 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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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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Group, in
accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership
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Biomedical Value Fund, L.P.
(BVF) is the record owner of 1,127,015 shares of Common Stock (the BVF
Shares). Great Point Partners, LLC (Great Point) is the investment
manager of BVF, and by virtue of such status may be deemed to be the beneficial owner of
the BVF Shares. Each of Dr. Jeffrey R. Jay, M.D. (Dr. Jay), as senior managing
member of Great Point, and Mr. David Kroin (Mr. Kroin), as special managing
member of Great Point, has voting and investment power with respect to the BVF Shares, and
therefore may be deemed to be the beneficial owner of the BVF Shares.
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Biomedical Offshore Value Fund, Ltd.
(BOVF) is the record owner of 759,004 shares of Common Stock (the BOVF
Shares). Great Point is the investment manager of BOVF, and by virtue of such status
may be deemed to be the beneficial owner of the BOVF Shares. Each of Dr. Jay, as senior
managing member of Great Point, and Mr. Kroin, as special managing member of Great Point,
has voting and investment power with respect to the BOVF Shares, and therefore may be
deemed to be the beneficial owner of the BOVF Shares.
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Biomedical Institutional Value Fund,
L.P. (BIVF) is the record owner of 414,002 shares of Common Stock (the
BIVF Shares). Great Point is the investment manager of BIVF, and by virtue of
such status may be deemed to be the beneficial owner of the BIVF Shares. Each of Dr. Jay,
as senior managing member of Great Point, and Mr. Kroin, as special managing member of
Great Point, has voting and investment power with respect to the BIVF Shares, and
therefore may be deemed to be the beneficial owner of the BIVF Shares.
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Notwithstanding the above, Great
Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the BVF Shares, the BOVF
Shares and the BIVF Shares described above, except to the extent of their respective
pecuniary interests.
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Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer
identified in Item 1.
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1.
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Great Point Partners, LLC
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(a)
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Amount beneficially owned: 2,300,021
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(b)
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Percent of class: 8.15%
1
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(c)
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Number of
shares as to which the person has:
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(i)
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Sole power
to vote or to direct the vote: - 0 -
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(ii)
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Shared power
to vote or to direct the vote: 2,300,021
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(iii)
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Sole power
to dispose or to direct the disposition of: - 0 -.
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(iv)
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Shared power
to dispose or to direct the disposition of: 2,300,021
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2.
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Dr. Jeffrey R. Jay, M.D.
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CUSIP No. 921659108
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13G/A
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Page 7 of 10 Pages
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(a)
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Amount
beneficially owned: 2,300,021
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(b)
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Percent of
class: 8.15%
1
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(c)
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Number of
shares as to which the person has:
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(i)
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Sole power
to vote or to direct the vote: 0.
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(ii)
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Shared power
to vote or to direct the vote: 2,300,021
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(iii)
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Sole power
to dispose or to direct the disposition of: 0.
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(iv)
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Shared power
to dispose or to direct the disposition of: 2,300,021
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3.
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Mr. David Kroin
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(a)
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Amount
beneficially owned: 2,300,021
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(b)
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Percent of
class: 8.15%
1
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(c)
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Number of
shares as to which the person has:
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(i)
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Sole power
to vote or to direct the vote: 0.
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(ii)
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Shared power
to vote or to direct the vote: 2,300,021
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(iii)
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Sole power
to dispose or to direct the disposition of: 0.
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(iv)
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Shared power
to dispose or to direct the disposition of: 2,300,021
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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 each of the Reporting Persons has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following
o
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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See Item 4.
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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.
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Item 8.
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Identification and Classification of Members of the Group
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Not
Applicable.
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Item 9.
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Notice of Dissolution of Group
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Not
Applicable.
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Item 10.
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Certification
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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
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CUSIP No. 921659108
|
13G/A
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Page 8 of 10 Pages
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the securities and were not acquired and are not held in
connection with or as participant in any transaction having that purpose or
effect.
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CUSIP No. 921659108
|
13G/A
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Page 9 of 10 Pages
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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:
February 14, 2013
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GREAT POINT
PARTNERS, LLC
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By:
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/s/ Dr.
Jeffrey R. Jay, M.D.
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Dr. Jeffrey
R. Jay, M.D.,
as senior managing member
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/s/ Dr.
Jeffrey R. Jay, M.D.
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DR. JEFFREY
R. JAY, M.D.
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/s/ Mr.
David Kroin
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MR. DAVID KROIN
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Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G/A
The
undersigned hereby agree as follows:
(i)
Each of them is
individually eligible to use the Schedule 13G/A to which this Exhibit is
attached, and such Schedule 13G/A is filed on behalf of each of them; and
(ii)
Each of them is
responsible for the timely filing of such Schedule 13G/A and any amendments
thereto, and for the completeness and accuracy of the information concerning
such person contained therein; but none of them is responsible for the
completeness or accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe that such
information is inaccurate.
Date:
February 14, 2013
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GREAT POINT
PARTNERS, LLC
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By:
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/s/ Dr.
Jeffrey R. Jay, M.D.
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Dr. Jeffrey
R. Jay, M.D.,
as senior managing member
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/s/ Dr.
Jeffrey R. Jay, M.D.
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DR. JEFFREY
R. JAY, M.D.
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/s/ Mr.
David Kroin
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MR. DAVID KROIN
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Vanda Pharmaceuticals (NASDAQ:VNDA)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Vanda Pharmaceuticals (NASDAQ:VNDA)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024