CUSIP
No. 921659108
|
13G/A
|
Page
2 of 8 Pages
|
||||
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TANG
CAPITAL PARTNERS, LP
|
|||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
ý
|
||||
3
|
SEC
USE ONLY
|
|||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
|||||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
||||
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
1,620,552
|
||||
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED
DISPOSITIVE POWER
1,620,552
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,620,552
|
|||||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
|||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0 %
|
|||||
12
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No. 921659108
|
13G/A
|
Page
3 of 8 Pages
|
||||
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TANG
CAPITAL MANAGEMENT, LLC
|
|||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
ý
|
||||
3
|
SEC
USE ONLY
|
|||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
|||||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
||||
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
1,620,552
|
||||
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED
DISPOSITIVE POWER
1,620,552
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,620,552
|
|||||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
|||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0 %
|
|||||
12
|
TYPE
OF REPORTING PERSON
OO
|
CUSIP
No. 921659108
|
13G/A
|
Page
4 of 8 Pages
|
||||
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KEVIN
C. TANG
|
|||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
ý
|
||||
3
|
SEC
USE ONLY
|
|||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
|||||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
||||
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
1,702,852
|
||||
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED
DISPOSITIVE POWER
1,702,852
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,702,852
|
|||||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
|||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3 %
|
|||||
12
|
TYPE
OF REPORTING PERSON
IN
|
Item 1(a). | Name of Issuer: |
Vanda
Pharmaceuticals Inc., a Delaware corporation (the
“Issuer”)
|
|
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
9605
Medical Center Drive, Suite 300, Rockville, MD
20850
|
|
Item 2(a). | Name of Person Filing: |
This
Statement on Schedule 13G/A (this “Statement”) is filed by Tang Capital
Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the
general partner of Tang Capital Partners (“Tang Capital Management”); and
Kevin C. Tang, the manager of Tang Capital
Management.
|
|
Item 2(b). | Address of Principal Business Office or, if none, Residence: |
4401
Eastgate Mall, San Diego, CA 92121
|
|
Item 2(c). | Citizenship: |
Tang
Capital Partners is a Delaware limited partnership. Tang Capital
Management is a Delaware limited liability company. Mr. Tang is a United
States citizen.
|
|
Item 2(d). | Title of Class of Securities: |
Common
Stock, par value $0.001 per share (the “Common Stock”)
|
|
Item 2(e). |
CUSIP
Number: 921659108
|
Item 3. | Not applicable. | ||
Item 4. | Ownership. | ||
|
(a) | Amount Beneficially Owned: | |
Tang Capital
Partners. Tang
Capital Partners is the beneficial owner of 1,620,552
shares of Common Stock. Tang Capital Partners shares voting and
dispositive power over such shares with Tang Capital Management and Kevin
C. Tang.
|
|||
Tang Capital Management.
Tang
Capital Management, as the general partner of Tang Capital Partners, may
be deemed to beneficially own the 1,620,552 shares beneficially owned by Tang
Capital Partners. Tang Capital Management shares voting and dispositive
power over such shares with Tang Capital Partners and Kevin C.
Tang.
|
|||
Kevin C.
Tang. Kevin
C. Tang may be deemed to beneficially own 1,702,852
shares of the Issuer’s Common Stock, comprising:
|
|||
● |
1,620,552 shares beneficially owned by Tang
Capital Partners, for which Tang Capital Management, of which Mr. Tang is
manager, serves as general partner. Mr. Tang shares voting and
dispositive power over such shares with Tang Capital Management and Tang
Capital Partners.
|
||
● |
82,300
shares over which Mr. Tang has voting and/or dispositive
power
|
|
|
Mr.
Tang disclaims beneficial ownership of all shares reported herein except
to the extent of his pecuniary interest therein.
|
||
|
(b) | Percent of Class: | ||
Tang Capital Partners |
6.0 %
|
|||
Tang Capital Management |
6.0 %
|
|||
Kevin C. Tang |
6.3 %
|
|||
|
(c) | Number of shares as to which such person has: | ||
(i) | sole power to vote or to direct the vote: | |||
|
|
|
|
|
Tang Capital Partners | 0 shares | |||
Tang Capital Management | 0 shares | |||
Kevin C. Tang | 0 shares | |||
(ii) | shared power to vote or to direct the vote: | |||
Tang Capital Partners |
1,620,552
shares
|
|||
Tang Capital Management |
1,620,552
shares
|
|||
Kevin C. Tang |
1,702,852
shares
|
|||
(iii) | sole power to dispose or to direct the disposition of: | |||
Tang Capital Partners | 0 shares | |||
Tang Capital Management | 0 shares | |||
Kevin C. Tang | 0 shares | |||
(iv) | shared power to dispose or to direct the disposition of: | |||
Tang Capital Partners |
1,620,552
shares
|
|||
Tang Capital Management |
1,620,552
shares
|
|||
Kevin C. Tang |
1,702,852
shares
|
|||
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. | |||
Not applicable | ||||
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. | |||
Not applicable. | ||||
Item 9. | Notice of Dissolution of Group. | |||
Not applicable. |
Item 10. | Certification. | |||
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.
|
Date: |
March 8 , 2010
|
|
TANG
CAPITAL PARTNERS, LP
|
||
By: Tang Capital Management, LLC, its General Partner | ||
By: |
/s/
Kevin C. Tang
|
|
Kevin
C. Tang, Manager
|
||
|
||
TANG CAPITAL MANAGEMENT, LLC | ||
By: |
/s/
Kevin C. Tang
|
|
Kevin
C. Tang, Manager
|
||
|
||
/s/ Kevin C. Tang | ||
Kevin C. Tang |