Form 3

3 1 depo_3-call.htm Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0104
Expires: January 31, 2005

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Estimated average burden
hours per response. 0.5

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(f) of the Investment Company Act of 1940

(Print or Type Responses)

1. Name and Address of Reporting Person*

2. Date of Event

4. Issuer Name and Ticker or Trading Symbol

Michael J. Callaghan

Requiring Statement (Month/Day/Year)

DepoMed, Inc. (DMI)

(Last)

(First)

(Middle)

April 21, 2003

5. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

6. If Amendment, Date of
Original (Month/Day/Year)

100 International Boulevard

3. I.R.S. Identification

Director

10% Owner

(Street)

Number of Reporting

Officer (give

Other (specify

7. Individual or Joint/Group

Person, if an entity

title below)

below)

Filing (Check Applicable Line)

(voluntary)

Form filed by One Reporting Person

Toronto

Ontario

M9W 6J6

Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I ¾ Non-Derivative Securities Beneficially Owned

1. Title of Security
(Instr. 4)

2. Amount of Securities
Beneficially Owned
(Instr. 4)

3. Ownership
Form: Direct
(D) or Indirect
(I) (Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Common Stock, no par value per share

2,314,812

I (1)

1. Title of Derivative Security
(Instr. 4)

2. Date Exer-cisable and Expiration
Date
(Month/Day/Year)

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

4. Conver-sion or Exercise Price of Deri-
vative Security

5. Owner- ship
Form of
Deriv-
ative
Security: Direct

6. Nature of Indirect
Beneficial Ownership
(Instr. 5)

Date Exer-cisable

Expiration
Date

Title

Amount
of
Number
of
Shares

(D) or
Indirect
(I)

(Instr. 5)

Warrant (Right to Buy)

7/21/03

Common Stock

810,186

$2.16

I (1)

Explanation of Responses:

Mr. Callaghan became a director of the Issuer on April 22, 2003. Mr. Callaghan also serves as a Sr. Vice-President of MDS Capital Corp. MDS Capital Corp. wholly owns MDS LSTF II (NCGP) Inc., MDS LSTF II (QGP) Inc., MLII (NCGP) Inc. and SC (GP) Inc. (collectively the "GP's"), each of which serves as the general partner of MDS Life Sciences Technology Fund II NC Limited Partnership, MDS Life Sciences Technology Fund II Quebec Limited Partnership, MLII Co-Investment Fund NC Limited Partnership and SC Biotechnology Development Fund LP (collectively the "Funds"), respectively. The Funds may be deemed to beneficially own 2,314,812 shares of Common Stock, no par value per share, of the Issuer (the "Common Stock") and 810,186 shares of Common Stock underlying warrants which become exercisable on July 21, 2003, (collectively, the "Shares"). Due to its relationship to the GP's and the Funds, MDS Capital Corp. may be deemed to share indirect beneficial ownership over the Shares held by the Funds. Due to Mr. Callaghan's relationship with MDS Capital Corp., which wholly owns the general partner of each of the Funds, Mr. Callaghan may be deemed to share indirect beneficial ownership over the Shares held by the Funds. Mr. Callaghan, however, expressly disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein, if any.

/s/ Michael Callaghan

May 1, 2003

**Signature of Reporting Person

Date

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.