0001193805-17-000532.txt : 20170330
0001193805-17-000532.hdr.sgml : 20170330
20170330210138
ACCESSION NUMBER: 0001193805-17-000532
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170328
FILED AS OF DATE: 20170330
DATE AS OF CHANGE: 20170330
ISSUER:
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
BUSINESS ADDRESS:
STREET 1: 7999 GATEWAY BLVD.
STREET 2: SUITE 300
CITY: NEWARK
STATE: CA
ZIP: 94560
BUSINESS PHONE: 510-744-8000
MAIL ADDRESS:
STREET 1: 7999 GATEWAY BLVD.
STREET 2: SUITE 300
CITY: NEWARK
STATE: CA
ZIP: 94560
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Molinelli Gavin
CENTRAL INDEX KEY: 0001460496
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13111
FILM NUMBER: 17727716
MAIL ADDRESS:
STREET 1: 777 THIRD AVENUE, 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
3
1
e615968_3-starboard.xml
OWNERSHIP DOCUMENT
X0206
3
2017-03-28
0
0001005201
DEPOMED INC
DEPO
0001460496
Molinelli Gavin
777 THIRD AVENUE, 18TH FLOOR
NEW YORK
NY
10017
1
0
0
0
Common Stock, no par value
4038987
I
By Starboard Value and Opportunity Master Fund Ltd
Common Stock, no par value
499512
I
By Starboard Value and Opportunity S LLC
Common Stock, no par value
277452
I
By Starboard Value and Opportunity C LP
Common Stock, no par value
479319
I
By Managed Account of Starboard Value LP
Forward Purchase Contract
2018-05-11
Common Stock, no par value
194730
I
By Starboard Value and Opportunity Master Fund Ltd
The Reporting Person may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934, as amended, and as such, may be deemed to beneficially own the securities reported herein. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Securities owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund").
Securities owned directly by Starboard Value and Opportunity S LLC.
Securities owned directly by Starboard Value and Opportunity C LP.
Securities held in a certain account managed by Starboard Value LP.
Starboard V&O Fund entered into forward purchase contracts with Morgan Stanley as the counterparty on November 8, 2016, providing for the purchase of an aggregate of 194,730 shares of Common Stock, having an aggregate purchase price of approximately $3,504,653 (the "Forward Contracts"). The Forward Contracts have a final valuation date of May 11, 2018, however, Starboard V&O Fund has the ability to elect early settlement after serving notice to Morgan Stanley of such intention at least 2 scheduled trading days in advance of the desired early final valuation date. The Forward Contracts provide for physical settlement. Until the settlement date, the Forward Contracts do not give Starboard V&O Fund voting and dispositive control over the shares to which such contracts relate.
/s/ Gavin T. Molinelli
2017-03-30