UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

VANDA PHARMACEUTICALS INC.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

921659108

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:

	o		Rule 13d-1(b)
	þ		Rule 13d-1(c)
	o		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 on 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).

 

 

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Item 1(a) Name of Issuer:

Vanda Pharmaceuticals Inc.

Item 1(b) Address of Issuer’s Principal Executive Offices:

9605 Medical Center Drive, Suite 300, Rockville, Maryland 20850

Items 2(a) Name of Person Filing:

This statement is filed by: (i) S.A.C. Capital Advisors, LLC (“SAC Capital Advisors”) with respect to Issuer’s Common Stock, par value $0.001 (the “Shares”), beneficially owned by S.A.C. Capital Associates, LLC (“SAC Capital Associates”) and S.A.C. MultiQuant Fund, LLC (“SAC MultiQuant Fund”); (ii) S.A.C. Capital Management, LLC (“SAC Capital Management”) with respect to Shares beneficially owned by SAC Capital Associates and SAC MultiQuant Fund; (iii) SAC Capital Associates with respect to Shares beneficially owned by it; (iv) CR Intrinsic Investors, LLC (“CR Intrinsic Investors”) with respect to Shares beneficially owned by CR Intrinsic Investments, LLC (“CR Intrinsic Investments”); (v) CR Intrinsic Investments with respect to Shares beneficially owned by it, and (vi) Steven A. Cohen with respect to Shares beneficially owned by SAC Capital Advisors, SAC Capital Management, SAC Capital Associates, SAC MultiQuant Fund, CR Intrinsic Investors and CR Intrinsic Investments.

Item 2(b) Address of Principal Business Office:

The address of the principal business office of (i) SAC Capital Advisors, CR Intrinsic Investors and Mr. Cohen is 72 Cummings Point Road, Stamford, Connecticut 06902, (ii) SAC Capital Management is 540 Madison Avenue, New York, New York 10022, (iii) SAC Capital Associates is P.O. Box 58, Victoria House, The Valley, Anguilla, British West Indies and (iv) CR Intrinsic Investments is Box 174, Mitchell House, The Valley, Anguilla, British West Indies.

Item 2(c) Citizenship:

SAC Capital Advisors, SAC Capital Management and CR Intrinsic Investors are Delaware limited liability companies. SAC Capital Associates and CR Intrinsic Investments are Anguillan limited liability companies. Mr. Cohen is a United States citizen.

Item 2(d) Title of Class of Securities:

Common Stock, par value $0.001

Item 2(e) CUSIP Number:

921659108

Item 3 Not Applicable

Item 4 Ownership:

		As of the close of business on December 31, 2008:
		1. S.A.C. Capital Advisors, LLC (a) Amount beneficially owned: -0- (b) Percent of class: 0% (c)(i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: -0- (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: -0-
		2. S.A.C. Capital Management, LLC (a) Amount beneficially owned: -0- (b) Percent of class: 0% (c)(i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: -0- (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: -0-
		3. S.A.C. Capital Associates, LLC (a) Amount beneficially owned: -0-

		(b) Percent of class: 0% (c)(i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: -0- (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: -0-
		4. CR Intrinsic Investors, LLC (a) Amount beneficially owned: -0- (b) Percent of class: 0% (c)(i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: -0- (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: -0-
		5. CR Intrinsic Investments, LLC (a) Amount beneficially owned: -0- (b) Percent of class: 0% (c)(i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: -0- (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: -0-
		6. Steven A. Cohen (a) Amount beneficially owned: -0- (b) Percent of class: 0% (c)(i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: -0- (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: -0-

SAC Capital Advisors, SAC Capital Management, CR Intrinsic Investors and Mr. Cohen do not directly own any Shares. Pursuant to investment agreements in effect at the time, each of SAC Capital Advisors and SAC Capital Management shared all investment and voting power with respect to the securities held by SAC Capital Associates and SAC MultiQuant Fund. Pursuant to an investment management agreement, CR Intrinsic Investors maintains investment and voting power with respect to the securities held by CR Intrinsic Investments. Mr. Cohen controls each of SAC Capital Advisors, SAC Capital Management and CR Intrinsic Investors. CR Intrinsic Investments is a wholly owned subsidiary of SAC Capital Associates. Each of SAC Capital Advisors, SAC Capital Management, CR Intrinsic Investors and Mr. Cohen disclaim beneficial ownership of any of the securities covered by this statement, and SAC Capital Associates

disclaims beneficial ownership of any securities held by CR Intrinsic Investments.

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. þ

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 the signatory certifies that, to the best of his 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.

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:		January 8, 2009
S.A.C. CAPITAL ADVISORS, LLC
By: Name:		/s/ Peter Nussbaum   Peter Nussbaum
Title:		Authorized Person
S.A.C. CAPITAL MANAGEMENT, LLC
By: Name:		/s/ Peter Nussbaum   Peter Nussbaum
Title:		Authorized Person
S.A.C. CAPITAL ASSOCIATES, LLC
By: Name:		/s/ Peter Nussbaum   Peter Nussbaum
Title:		Authorized Person
CR INTRINSIC INVESTORS, LLC
By: Name:		/s/ Peter Nussbaum   Peter Nussbaum
Title:		Authorized Person
CR INTRINSIC INVESTMENTS, LLC
By: Name:		/s/ Peter Nussbaum   Peter Nussbaum
Title:		Authorized Person
STEVEN A. COHEN
By: Name:		/s/ Peter Nussbaum   Peter Nussbaum
Title:		Authorized Person