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