CUSIP No.
921659108
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Baker Bros. Advisors, LLC
13-4093645
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
¨
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
3,966,179
|
6
|
SHARED VOTING
POWER
-0-
|
7
|
SOLE DISPOSITIVE
POWER
3,966,179
|
8
|
SHARED DISPOSITIVE
POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,966,179
|
10
|
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
(See Instructions)
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.0% (1)
|
12
|
TYPE OF
REPORTING PERSON (See Instructions)
IA
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CUSIP No.
921659108
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Felix J. Baker
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
¨
(b)
¨
|
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
3,966,179
|
6
|
SHARED VOTING
POWER
-0-
|
7
|
SOLE DISPOSITIVE
POWER
3,966,179
|
8
|
SHARED DISPOSITIVE
POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,966,179
|
10
|
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
(See Instructions)
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.0% (1)
|
12
|
TYPE OF
REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Based on 28,346,782 shares of common stock outstanding as reported in the Issuer’s Form 10-Q filed with the SEC on May
10, 2013.
|
CUSIP No.
921659108
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Julian C. Baker
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a)
¨
(b)
¨
|
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
3,966,179
|
6
|
SHARED VOTING
POWER
-0-
|
7
|
SOLE DISPOSITIVE
POWER
3,966,179
|
8
|
SHARED DISPOSITIVE
POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,966,179
|
10
|
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
(See Instructions)
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.0% (1)
|
12
|
TYPE OF
REPORTING PERSON (See Instructions)
IN, HC
|
|
(1)
|
Based on 28,346,782 shares of common stock outstanding as reported in the Issuer’s Form 10-Q filed with the SEC on May
10, 2013.
|
Item 1(a)
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Name of Issuer:
|
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Vanda Pharmaceuticals, Inc. (the “Issuer”)
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
|
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2200 Pennsylvania Avenue, N.W., Ste. 300E
|
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Washington, D.C. 20037
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Item 2(a)
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Name of Person Filing:
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This Schedule 13G is being filed jointly by Baker Bros. Advisors, LLC, Felix J. Baker and Julian C. Baker (collectively, the “Reporting Persons”).
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Item 2(b)
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Address of Principal Business Office or, if None, Residence:
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The business address of each of the Reporting Persons is:
|
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c/o Baker Bros. Advisors, LLC
|
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667 Madison Avenue, 21
st
Floor
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New York, NY 10065
|
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(212) 339-5633
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Item 2(c)
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Citizenship:
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Baker Bros. Advisors, LLC (the “Adviser”) is a limited liability company organized under the laws of the state of Delaware. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
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Item 2(d)
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Title of Class of Securities:
|
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Common Stock, par value $0.001 per share (“Common Stock”)
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Item 2(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 (c), check whether the person filing is a:
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(a) [ ] Broker or dealer
registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined
in section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company
as defined in section 3(a)(19) of the Exchange Act.
(d) [ ] Investment
company registered under section 8 of the Investment Company Act of 1940.
(e) [X] An investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [ ] An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) [X] A parent holding
company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act.
(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.
(j) [ ] Group, in accordance
with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Items 5 through 9 and 11 of each of the cover pages to this
Schedule 13G are incorporated herein reference. Set forth below is the aggregate number of shares of Common Stock of the Issuer
directly held by each of the Funds (as defined below), which may be deemed to be indirectly beneficially owned by the Reporting
Persons. Such shares of Common Stock are directly held by each of Baker Brothers Life Sciences, L.P. (“Life Sciences”),
14159, L.P. (“14159”), and 667, L.P. (“667”, and together with Life Sciences and 14159, the “Funds”).
Name
|
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Number of Shares of Common Stock
|
|
667, L.P.
|
|
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378,714
|
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Baker Brothers Life Sciences, L.P.
|
|
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3,507,704
|
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14159, L.P.
|
|
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79,761
|
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Total
|
|
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3,966,179
|
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On April 12, 2012, the Adviser, each of the Funds, and the general
partners of the Funds entered into an amended and restated management agreement (the “Management Agreement”) which
gave the Adviser complete and unlimited discretion and authority with respect to the Funds’ investments and voting power
over investments. The general partners of the Funds relinquished all discretion and authority with respect to the Funds’
investments and voting power over investments. In connection with the services provided by the Adviser to the Funds, the Adviser
receives a management based fee that does not confer any pecuniary interest.
By virtue of the Management Agreement, the Adviser and Felix
J. Baker and Julian C. Baker, as principals of the Adviser, may be deemed to be beneficial owners of securities owned by the Funds,
and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of such securities.
Felix J. Baker and Julian C. Baker disclaim beneficial ownership
of the securities held by each of the Funds, and this Schedule 13G shall not be deemed an admission that Felix J. Baker or Julian
C. Baker is the beneficial owner of such securities for purposes of Section 13(d) or for any other purpose.
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 [ ].
Item 6. Ownership of More than Five Percent on Behalf
of Another Person.
N/A
Item 7. Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
The information in Item
4 is incorporated herein by reference.
Item 8. Identification and
Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution
of Group.
N/A
Item 10. Certification.
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.
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.
June 10, 2013
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BAKER BROS. ADVISORS, LLC
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By:
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/s/ Scott L. Lessing
|
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Name: Scott L. Lessing
Title: President
|
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/s/ Julian C. Baker
|
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Julian C. Baker
|
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/s/ Felix J. Baker
|
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Felix J. Baker
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EXHIBIT A
AGREEMENT
In accordance with Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating
to the Common Stock of Vanda Pharmaceuticals, Inc. is being filed with the Securities and Exchange Commission on behalf of each
of them.
June 10, 2013
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BAKER BROS. ADVISORS, LLC
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|
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By:
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/s/ Scott L. Lessing
|
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Name: Scott L. Lessing
Title: President
|
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/s/ Julian C. Baker
|
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Julian C. Baker
|
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/s/ Felix J. Baker
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Felix J. Baker
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