UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 7)¹

Depomed, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

249908104

(CUSIP Number)

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 14, 2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              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 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).

* Includes 194,730 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.

* Includes 194,730 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.  

* Includes 194,730 Shares underlying certain forward purchase contracts exercisable within 60 days hereof. 

* Includes 194,730 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.  

* Includes 194,730 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.  

* Includes 194,730 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.  

* Includes 194,730 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.  

* Includes 194,730 Shares underlying certain forward purchase contracts exercisable within 60 days hereof.  

* Represents Shares underlying stock options exercisable within 60 days hereof.  

The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 4,038,987 Shares beneficially owned by Starboard V&O Fund is approximately $59,544,804, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 194,730 Shares by Starboard V&O Fund is approximately $3,504,653, excluding commissions. The aggregate purchase price of the 499,512 Shares beneficially owned by Starboard S LLC is approximately $7,475,429, excluding brokerage commissions. The aggregate purchase price of the 277,452 Shares beneficially owned by Starboard C LP is approximately $4,112,557, excluding brokerage commissions. The aggregate purchase price of the 479,319 Shares held in the Starboard Value LP Account is approximately $7,168,166, excluding brokerage commissions. The 4,065 Shares beneficially owned by Mr. Molinelli represent shares underlying stock options exercisable within sixty days hereof that were granted to Mr. Molinelli by the Issuer in his capacity as a director of the Issuer.

Item 4 is hereby amended to add the following:

On July 14, 2017, Starboard Value LP and certain of its affiliates (collectively, “Starboard”) entered into Amendment No. 1 (the “Amendment”) to the Cooperation and Support Agreement with the Issuer, dated March 28, 2017 (the “Cooperation Agreement”), pursuant to which the Issuer and Starboard agreed that (i) the size of the Issuer’s Board of Directors (the “Board”) shall be set at seven (7) directors effective immediately prior to the commencement of the Issuer’s 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”) and (ii) the Issuer’s slate of nominees for election to the Board at the 2017 Annual Meeting shall consist of the following seven directors: Karen Dawes, James Fogarty, Arthur Higgins, Louis Lavigne, William McKee, Peter Staple and James Tyree.

The Amendment also provides that following the 2017 Annual Meeting, Gavin T. Molinelli shall have the right to serve as an observer to the Board until expiration of the Period (as defined in the Cooperation Agreement), which is the date that is fifteen (15) business days prior to the deadline for the submission of shareholder nominations for the Issuer’s 2018 Annual Meeting of Shareholders.

In accordance with Section 1(a)(iv) of the Cooperation Agreement and as further provided under the Amendment, so long as Starboard beneficially owns in the aggregate at least the lesser of (i) three percent (3.0%) of the Issuer’s then outstanding Shares and (ii) 1,862,986 Shares as of the date that Mr. Molinelli no longer serves as a director of the Company, Starboard has the ability to recommend a substitute person to serve on the Board in place of Mr. Molinelli and the Issuer shall take whatever actions may be required in connection with any such replacement director, including by increasing the size of the Board, if necessary.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 62,962,013 Shares outstanding, as of June 23, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 14, 2017.

Percentage: Approximately 6.7%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 8.7%

Percentage: Approximately 8.7%

Percentage: Approximately 8.7%

Percentage: Approximately 8.7%

Percentage: Approximately 8.7%

Percentage: Less than 1%

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6 is hereby amended to add the following:

On July 14, 2017, Starboard and the Issuer entered into the Amendment defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 18, 2017

Exhibit 99.1

AMENDMENT NO.1
TO
COOPERATION AND SUPPORT AGREEMENT

This Amendment No. 1 to the Cooperation and Support Agreement (this “Amendment”) is made and entered into as of July 14, 2017 by and among Depomed, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Amendment, and collectively, the “Parties”).

RECITALS

WHEREAS, the Parties entered into that certain Cooperation and Support Agreement dated March 28, 2017 (the “Agreement”);

WHEREAS, the Parties wish to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof.