Edgar Filing: Vanda Pharmaceuticals Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

PROSPECT VENTURE PARTNERS II LP

2. Issuer Name and Ticker or Trading Symbol
Vanda Pharmaceuticals Inc. [VNDA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O PROSPECT VENTURE PARTNERS, 435 TASSO STREET, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2006

(Street)

PALO ALTO, CA 94301

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/03/2006		J⁽¹⁾		907,332	D	$ 0	1,459,323	I	By Prospect Venture Partners II, L.P. ⁽¹⁾
Common Stock	11/03/2006		J⁽²⁾		13,817	D	$ 0	22,223	I	By Prospect Associates II, L.P. ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PROSPECT VENTURE PARTNERS II LP C/O PROSPECT VENTURE PARTNERS 435 TASSO STREET, SUITE 200 PALO ALTO, CA 94301		X
PROSPECT ASSOCIATES II L P C/O PROSPECT VENTURE PARTNERS 435 TASSO STREET, SUITE 200 PALO ALTO, CA 94301		X
PROSPECT MANAGEMENT CO II LLC C/O PROSPECT VENTURE PARTNERS 435 TASSO STREET, SUITE 200 PALO ALTO, CA 94301		X
SCHNELL DAVID 435 TASSO STREET SUITE 200 PALO ALTO, CA 94301		X
BARKAS ALEXANDER E 435 TASSO STREET SUITE 200 PALO ALTO, CA 94301		X
HIRSCH RUSSELL C 435 TASSO STREET SUITE 200 PALO ALTO, CA 94301		X

Signatures

PROSPECT VENTURE PARTNERS II, L.P., /s/ Dave Markland, Attorney-In-Fact		11/07/2006
^**Signature of Reporting Person		Date
PROSPECT ASSOCIATES II, L.P., /s/ Dave Markland, Attorney-In-Fact		11/07/2006
^**Signature of Reporting Person		Date
PROSPECT MANAGEMENT CO. II, LLC, /s/ Dave Markland, Attorney-In-Fact		11/07/2006
^**Signature of Reporting Person		Date
/s/ Dave Markland, Attorney-In-Fact for David Schnell, M.D.		11/07/2006
^**Signature of Reporting Person		Date
/s/ Dave Markland, Attorney-In-Fact for Alexander E. Barkas, Ph.D.		11/07/2006
^**Signature of Reporting Person		Date
/s/ Dave Markland, Attorney-In-Fact for Russell C. Hirsch, M.D., Ph.D.		11/07/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents in-kind distribution by Prospect Venture Partners II, L.P. without consideration to its limited partners and general partner.
(2)	Represents in-kind distribution by Prospect Associates II, L.P. without consideration to its limited partners and general partner.

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