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| UNITED STATES |
OMB APPROVAL OMB Number: 3235-0145 Estimated average burden |
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Vanda Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
921659108
(CUSIP Number)
December 31, 2008
(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.
SEC Page 1 of 10
CUSIP No. 921659108
1. Names
of Reporting Persons.
William Leland Edwards
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) ___X___
3. SEC Use Only
4. Citizenship or Place of Organization U.S.A.
| Number of |
5. Sole Voting Power 0 |
6. Shared Voting Power 1,839,233 |
|
7. Sole Dispositive Power 0 |
|
8. Shared Dispositive Power 1,839,233 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,839,233
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 6.9%
12. Type of Reporting Person (See Instructions) IN, HC
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CUSIP No. 921659108
1. Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Anthony Joonkyoo Yun, MD
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization U.S.A.
| Number of |
5. Sole Voting Power 0 |
6. Shared Voting Power 1,839,233 |
|
7. Sole Dispositive Power 0 |
|
8. Shared Dispositive Power 1,839,233 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,839,233
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9) 6.9%
12. Type of Reporting Person (See Instructions) IN, HC
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CUSIP No. 921659108
1. Names
of Reporting Persons.
Palo Alto Investors
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) ___X___
3. SEC Use Only
4. Citizenship or Place of Organization California
| Number of |
5. Sole Voting Power 0 |
6. Shared Voting Power 1,839,233 |
|
7. Sole Dispositive Power 0 |
|
8. Shared Dispositive Power 1,839,233 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,839,233
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 6.9%
12. Type of Reporting Person (See Instructions) CO, HC
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CUSIP No. 921659108
1. Names
of Reporting Persons.
Palo Alto Investors, LLC
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) ___X__
3. SEC Use Only
4. Citizenship or Place of Organization California
| Number of |
5. Sole Voting Power 0 |
6. Shared Voting Power 1,839,233 |
|
7. Sole Dispositive Power 0 |
|
8. Shared Dispositive Power 1,839,233 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,839,233
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 6.9%
12. Type of Reporting Person (See Instructions) OO, IA
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CUSIP No. 921659108
1. Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Palo Alto Healthcare Master Fund, L.P.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization Cayman Islands
| Number of |
5. Sole Voting Power 0 |
6. Shared Voting Power 1,321,079 |
|
7. Sole Dispositive Power 0 |
|
8. Shared Dispositive Power 1,321,079 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,321,079
10. Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 4.96%
12. Type of Reporting Person (See Instructions) PN
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CUSIP No. 921659108
Item
1.
(a) Name
of Issuer
Vanda Pharmaceuticals, Inc.
(b) Address
of Issuer's Principal Executive Offices
9605 Medical Center Drive, Suite 300, Rockville, MD 20850
(a) The
names of the persons filing this statement are:
Palo Alto Investors, LLC ("PAI")
Palo Alto Investors
William Leland Edwards
Anthony
Joonkyoo Yun, MD
Palo
Alto Healthcare Master Fund, L.P. (“Healthcare Master”)
(collectively, the "Filers").
(b) The
principal business office of the Filers except Healthcare Master is located at:
470 University Avenue, Palo Alto, CA 94301
The principal
business address of Healthcare Master is:
c/o Citco Fund Services (Bermuda) Limited
Washington Mall West, 2nd Floor
7 Reid Street
Hamilton HM 11
Bermuda
(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
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CUSIP No. 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 _______________________________________________________________.
Item 4. Ownership.
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 ]. *
* Healthcare Master Fund no longer holds more than 5% of the Stock. Therefore, it no longer will file reports under section 13(d) with respect to the Stock unless it is otherwise required to do so.
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. In addition, the filing of this Schedule 13G on behalf of Healthcare Master should
not be construed as an admission that it is, and it disclaims that it is, the beneficial owner, as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, of any of the Stock covered by this Schedule 13G.
Item 9. Notice of Dissolution of Group
Not
applicable.
Item 10. Certification.
Certification of PAI, Palo Alto Investors, Mr. Edwards and Dr. Yun:
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.
Certification of Healthcare Master:
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.
Exhibits
Exhibit A Joint Filing Agreement.
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CUSIP No. 921659108
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 13, 2009
| PALO ALTO INVESTORS Mark Shamia, Chief Operating Officer |
PALO ALTO INVESTORS, LLC Mark Shamia, Chief Operating Officer |
| PALO ALTO HEALTHCARE MASTER FUND, L.P. By: Palo Alto Investors, LLC, General Partner By: Palo Alto Investors, Manager By: Mark Shamia, Chief Operating Officer |
|
William L. Edwards |
Anthony Joonkyoo Yun, MD |
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CUSIP No. 921659108
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 Mark Shamia, Chief Operating Officer |
PALO ALTO INVESTORS, LLC Mark Shamia, Chief Operating Officer |
| PALO ALTO HEALTHCARE MASTER FUND, L.P. By: Palo Alto Investors, LLC, General Partner By: Palo Alto Investors, Manager By: Mark Shamia, Chief Operating Officer |
|
William L. Edwards |
Anthony Joonkyoo Yun, MD |
4325\021\1566307.1
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