0001104659-09-009001.txt : 20090213 0001104659-09-009001.hdr.sgml : 20090213 20090213060820 ACCESSION NUMBER: 0001104659-09-009001 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20090213 DATE AS OF CHANGE: 20090213 GROUP MEMBERS: KINGS ROAD INVESTMENTS LTD. GROUP MEMBERS: PATRICK G. G. DEAR GROUP MEMBERS: POLYGON INVESTMENT PARTNERS GP, LLC GROUP MEMBERS: POLYGON INVESTMENT PARTNERS HK LIMITED GROUP MEMBERS: POLYGON INVESTMENT PARTNERS LLP GROUP MEMBERS: POLYGON INVESTMENT PARTNERS LP GROUP MEMBERS: POLYGON INVESTMENTS LTD. GROUP MEMBERS: POLYGON INVESTMENTS MANAGEMENT LIMITED GROUP MEMBERS: READE E. GRIFFITH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEPOMED INC CENTRAL INDEX KEY: 0001005201 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943229046 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53683 FILM NUMBER: 09597537 BUSINESS ADDRESS: STREET 1: 1360 O'BRIEN DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6504625900 MAIL ADDRESS: STREET 1: 1360 O'BRIEN DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POLYGON GLOBAL OPPORTUNITIES MASTER FUND CENTRAL INDEX KEY: 0001278736 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 10 DUKE OF YORK SQUARE CITY: LONDON STATE: X0 ZIP: SW34LY BUSINESS PHONE: 442079018300 MAIL ADDRESS: STREET 1: 10 DUKE OF YORK SQUARE CITY: LONDON STATE: X0 ZIP: SW34LY SC 13G/A 1 a09-4699_1sc13ga.htm SC 13G/A

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13G	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Depomed, Inc.

(Name of Issuer)

Common Stock, no par value per share

(Title of no Class of Securities)

249908104

(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:

o	Rule 13d-1(b)
x	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 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).

Item 1(a).		Name of Issuer:

		Depomed, Inc. (“Depomed”)

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

		1360 O’Brien Drive
		Menlo Park, CA 94025

Item 2(a).		Name of Person Filing
Item 2(b).		Address of Principal Business Office
Item 2(c).		Citizenship

		This Schedule 13G is filed on behalf of Polygon Global Opportunities Master Fund, Kings Road Investments Ltd., Polygon Investments Ltd., Polygon Investment Management Limited, Polygon Investment Partners LLP, Polygon Investment Partners LP, Polygon Investment Partners HK Limited, Polygon Investment Partners GP, LLC, Mr. Reade E. Griffith and Mr. Patrick G. G. Dear (the “Reporting Persons”).

		Polygon Global Opportunities Master Fund (the “Master Fund”)
		c/o Polygon Investment Partners LLP
		4 Sloane Terrace
		London SW1X 9DQ
		United Kingdom
		Citizenship: Cayman Islands, British West Indies

		Kings Road Investments Ltd. (“KRIL”)
		c/o Polygon Investment Partners LP
		399 Park Avenue
		22nd Floor
		New York, New York 10022
		Citizenship: Cayman Islands, British West Indies

		Polygon Investment Management Limited (“PIML”)
		c/o Polygon Investment Partners LLP
		4 Sloane Terrace
		London SW1X 9DQ
		United Kingdom
		Citizenship: United Kingdom

		Polygon Investments Ltd. (the “Investment Manager”)
		c/o Polygon Investment Partners LLP
		4 Sloane Terrace
		London SW1X 9DQ
		United Kingdom
		Citizenship: Cayman Islands, British West Indies

		Polygon Investment Partners LLP (the “UK Investment Manager”)
		4 Sloane Terrace
		London SW1X 9DQ
		United Kingdom
		Citizenship: United Kingdom

		Polygon Investment Partners LP (the “US Investment Manager”)
		399 Park Avenue
		22nd Floor
		New York, New York 10022
		Citizenship: Delaware

		Polygon Investment Partners HK Limited (the “HK Investment Manager”) Unit 1501- 1502,15/F Cheung Kong Center 2 Queen’s Road Central Hong Kong Citizenship: Hong Kong

		Polygon Investment Partners GP, LLC (the “General Partner”)
		c/o Polygon Investment Partners LP
		399 Park Avenue
		22nd Floor
		New York, New York 10022
		Citizenship: Delaware

		Reade E. Griffith (“Mr. Griffith”)
		c/o Polygon Investment Partners LLP
		4 Sloane Terrace
		London SW1X 9DQ
		United Kingdom
		Citizenship: United States

		Patrick G. G. Dear (“Mr. Dear”)
		c/o Polygon Investment Partners LLP
		4 Sloane Terrace
		London SW1X 9DQ
		United Kingdom
		Citizenship: United Kingdom

Item 2(d).		Title of Class of Securities:

		Common stock, no par value per share, of Depomed (“Common Stock”).

Item 2(e).		The Common Stock has the following CUSIP number: 249908104

Item 3.		Not Applicable.

Item 4(a).		Amount Beneficially Owned:

		As of December 31, 2008, each Reporting Person may be collectively deemed to be beneficial owner of less than 5% of Common Stock and are no longer required to file a Schedule 13G with respect to Common Stock. This Schedule 13G is being filed in fulfillment of the Reporting Persons’ obligations under Section 13G of the Act and the rules promulgated thereunder.

Item 4(b).		Percent of Class:

		Less than 5%

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

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.

		See Exhibit 1.

Item 8.		Identification and Classification of Members of the Group.

		See Exhibit 2.

Item 9.		Notice of Dissolution of the Group.

		Not Applicable.

Item 10.		Certification.

		By signing below each of the undersigned certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired 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 their knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2009	POLYGON GLOBAL OPPORTUNITIES MASTER FUND

	By Polygon Investment Partners LLP, its investment manager


	By	/s/ Patrick G. G. Dear
	Name: Patrick G. G. Dear
	Title: Principal


Date: February 13, 2009	KINGS ROAD INVESTMENTS LTD.

	By Polygon Investment Partners LLP, its investment manager


	By	/s/ Patrick G. G. Dear
	Name: Patrick G. G. Dear
	Title: Principal


Date: February 13, 2009	POLYGON INVESTMENT MANAGEMENT LIMITED


	By	/s/ Patrick G. G. Dear
	Name: Patrick G. G. Dear
	Title: Principal


Date: February 13, 2009	POLYGON INVESTMENTS LTD.


	By	/s/ Patrick G. G. Dear
	Name: Patrick G. G. Dear
	Title: Principal


Date: February 13, 2009	POLYGON INVESTMENT PARTNERS LLP


	By	/s/ Patrick G. G. Dear
	Name: Patrick G. G. Dear
	Title: Principal

Date: February 13, 2009	POLYGON INVESTMENT PARTNERS LP


	By	/s/ Patrick G. G. Dear
	Name: Patrick G. G. Dear
	Title: Principal

Date: February 13, 2009	POLYGON INVESTMENT PARTNERS HK LIMITED


	By	/s/ Patrick G. G. Dear
	Name: Patrick G. G. Dear
	Title: Principal

Date: February 13, 2009	POLYGON INVESTMENT PARTNERS GP, LLC


	By	/s/ Patrick G. G. Dear
	Name: Patrick G. G. Dear
	Title: Principal


Date: February 13, 2009		/s/ Reade E. Griffith
	Reade E. Griffith


Date: February 13, 2009		/s/ Patrick G. G. Dear
	Patrick G. G. Dear

Exhibit Index

Exhibit 1 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Exhibit 2 Identification of Members of the Group.

Exhibit 3 Joint Filing Agreement

EX-1 2 a09-4699_1ex1.htm EX-1

Exhibit 1

Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company.

Kings Road Investments Ltd.

EX-2 3 a09-4699_1ex2.htm EX-2

Exhibit 2

Identification of Members of the Group.

Polygon Global Opportunities Master Fund

Kings Road Investments Ltd.

Polygon Investment Management Limited

Polygon Investments Ltd.

Polygon Investment Partners LLP

Polygon Investment Partners LP

Polygon Investment Partners HK Limited

Polygon Investment Partners GP, LLC

Reade E. Griffith

Patrick G. G. Dear

EX-3 4 a09-4699_1ex3.htm EX-3

Exhibit 3

Joint Filing Agreement

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, no par value per share, of Depomed, Inc., a California corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Date: February 13, 2009	POLYGON GLOBAL OPPORTUNITIES MASTER FUND

	By Polygon Investment Partners LLP, its investment manager

	By	/s/ Patrick G. G. Dear
	Name: Patrick G. G. Dear
	Title: Principal


Date: February 13, 2009	KINGS ROAD INVESTMENTS LTD.

	By Polygon Investment Partners LLP, its investment manager


	By	/s/ Patrick G. G. Dear
	Name: Patrick G. G. Dear
	Title: Principal


Date: February 13, 2009	POLYGON INVESTMENTS LTD.


	By	/s/ Patrick G. G. Dear
	Name: Patrick G. G. Dear
	Title: Principal


Date: February 13, 2009	POLYGON INVESTMENT MANAGEMENT LIMITED


	By	/s/ Patrick G. G. Dear
	Name: Patrick G. G. Dear
	Title: Principal


Date: February 13, 2009	POLYGON INVESTMENT PARTNERS LLP


	By	/s/ Patrick G. G. Dear
	Name: Patrick G. G. Dear
	Title: Principal

Date: February 13, 2009	POLYGON INVESTMENT PARTNERS LP


	By	/s/ Patrick G. G. Dear
	Name: Patrick G. G. Dear
	Title: Principal

Date: February 13, 2009	POLYGON INVESTMENT PARTNERS HK LIMITED


	By	/s/ Patrick G. G. Dear
	Name: Patrick G. G. Dear
	Title: Principal

Date: February 13, 2009	POLYGON INVESTMENT PARTNERS GP, LLC


	By	/s/ Patrick G. G. Dear
	Name: Patrick G. G. Dear
	Title: Principal


Date: February 13, 2009		/s/ Reade E. Griffith
	Reade E. Griffith


Date: February 13, 2009		/s/ Patrick G. G. Dear
	Patrick G. G. Dear