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13D Filing: Starboard Value LP and Depomed Inc (DEPO)

Depomed Inc (NASDAQ:DEPO): Jeffrey Smith’s Starboard Value LP filed an amended 13D.

You can check out Starboard Value LP’s latest holdings and filings here.

Please follow Starboard Value LP (if you aren’t already doing so) to get real-time email alerts whenever we publish an article about Starboard Value LP or update its stock holdings.

Jeffrey Smith
Jeffrey Smith
Starboard Value LP

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
STARBOARD VALUE 4,890,000 4,890,000 4,890,000 4,890,000 7.7%
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD 3,771,016 3,771,016 4,890,000 3,771,016 5.9%
STARBOARD VALUE AND OPPORTUNITY S 444,920 444,920 4,890,000 444,920 Less than 1%
STARBOARD VALUE AND OPPORTUNITY C 247,129 247,129 247,129 Less than 1%
STARBOARD VALUE R 247,129 247,129 247,129 Less than 1%
STARBOARD VALUE R GP 247,129 247,129 247,129 Less than 1%
STARBOARD VALUE GP 4,890,000 4,890,000 4,890,000 7.7%
STARBOARD PRINCIPAL CO 4,890,000 4,890,000 4,890,000 7.7%
STARBOARD PRINCIPAL CO GP 4,890,000 4,890,000 4,890,000 7.7%
JEFFREY C. SMITH 3,252 3,252 4,890,000 7.7%
MARK R. MITCHELL 4,890,000 7.7%
PETER A. FELD 4,890,000 7.7%
GAVIN T. MOLINELLI 3,252 Less than 1%
Jeffrey Smith
Jeffrey Smith
Starboard Value LP

Page 1 of 21 – SEC Filing

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. 8)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)

February 27, 2018

(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).

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Page 2 of 21 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,890,000
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,890,000
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,890,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON
PN

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

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Page 3 of 21 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,771,016
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,771,016
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,771,016*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
14 TYPE OF REPORTING PERSON
CO

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

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Page 4 of 21 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY S LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 444,920
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
444,920
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
444,920
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
OO
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Page 5 of 21 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE AND OPPORTUNITY C LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 247,129
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
247,129
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,129
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
PN
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Page 6 of 21 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE R LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 247,129
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
247,129
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,129
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
PN
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Page 7 of 21 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE R GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 247,129
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
247,129
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,129
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
OO
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Page 8 of 21 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD VALUE GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,890,000
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,890,000
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,890,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON
OO

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

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Page 9 of 21 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD PRINCIPAL CO LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,890,000
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,890,000
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,890,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON
PN

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

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Page 10 of 21 – SEC Filing

1 NAME OF REPORTING PERSON
STARBOARD PRINCIPAL CO GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,890,000
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,890,000
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,890,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON
OO

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

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Page 11 of 21 – SEC Filing

1 NAME OF REPORTING PERSON
JEFFREY C. SMITH
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 4,890,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
4,890,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,890,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON
IN

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

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Page 12 of 21 – SEC Filing

1 NAME OF REPORTING PERSON
MARK R. MITCHELL
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 4,890,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
4,890,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,890,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON
IN

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

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Page 13 of 21 – SEC Filing

1 NAME OF REPORTING PERSON
PETER A. FELD
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 4,890,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
4,890,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,890,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON
IN

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

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Page 14 of 21 – SEC Filing

1 NAME OF REPORTING PERSON
GAVIN T. MOLINELLI
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,252
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,252
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,252
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
IN
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Page 15 of 21 – SEC Filing

The following constitutes
Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule
13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

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 A, which is incorporated by reference herein. The
aggregate purchase price of the 3,576,286 Shares beneficially owned by Starboard V&O Fund is approximately $51,959,422, 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 444,920 Shares beneficially owned by Starboard S LLC is approximately $6,646,853, excluding brokerage commissions.
The aggregate purchase price of the 247,129 Shares beneficially owned by Starboard C LP is approximately $3,612,068, excluding
brokerage commissions. The aggregate purchase price of the 426,935 Shares held in the Starboard Value LP Account is approximately
$6,379,203, excluding brokerage commissions. The 3,252 Shares beneficially owned by Mr. Molinelli represent shares that were granted
to Mr. Molinelli by the Issuer in his former capacity as a director of the Issuer.

Item 5. Interest in Securities of the Issuer.

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 63,505,783 Shares outstanding, as of February 23, 2018, which
is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 1, 2018.

A. Starboard V&O Fund
(a) As of the close of business on March 1, 2018, Starboard V&O Fund beneficially owned 3,771,016
Shares, including 194,730 Shares underlying certain forward purchase contracts.

Percentage: Approximately 5.9%

(b) 1. Sole power to vote or direct vote: 3,771,016
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,771,016
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth
in Schedule A and are incorporated herein by reference.
B. Starboard S LLC
(a) As of the close of business on March 1, 2018, Starboard S LLC beneficially owned 444,920 Shares.

Percentage: Less than 1%

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Page 16 of 21 – SEC Filing

(b) 1. Sole power to vote or direct vote: 444,920
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 444,920
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
C. Starboard C LP
(a) As of the close of business on March 1, 2018, Starboard C LP beneficially owned 247,129 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 247,129
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 247,129
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
D. Starboard R LP
(a) Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of
the 247,129 shares owned by Starboard C LP.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 247,129
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 247,129
4. Shared power to dispose or direct the disposition: 0
(c) Starboard R LP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated
herein by reference.
E. Starboard R GP
(a) Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of
the 247,129 shares owned by Starboard C LP.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 247,129
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 247,129
4. Shared power to dispose or direct the disposition: 0
(c) Starboard R GP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated
herein by reference.
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Page 17 of 21 – SEC Filing

F. Starboard Value LP
(a) As of the close of business on March 1, 2018, 426,935 Shares were held in the Starboard Value LP
Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account
and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 3,771,016 Shares owned by Starboard V&O Fund,
(ii) 444,920 Shares owned by Starboard S LLC, (iii) 247,129 Shares owned by Starboard C LP, and (iv) 426,935 Shares held in the
Starboard Value LP Account.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 4,890,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,890,000
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and
on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
G. Starboard Value GP
(a) Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial
owner of the (i) 3,771,016 Shares owned by Starboard V&O Fund, (ii) 444,920 Shares owned by Starboard S LLC, (iii) 247,129
Shares owned by Starboard C LP, and (iv) 426,935 Shares held in the Starboard Value LP Account.

Percentage:
Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 4,890,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,890,000
4. Shared power to dispose or direct the disposition: 0
(c) Starboard Value GP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard
Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
H. Principal Co
(a) Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i)
3,771,016 Shares owned by Starboard V&O Fund, (ii) 444,920 Shares owned by Starboard S LLC, (iii) 247,129 Shares owned by Starboard
C LP, and (iv) 426,935 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 4,890,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,890,000
4. Shared power to dispose or direct the disposition: 0
(c) Principal Co has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard
Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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Page 18 of 21 – SEC Filing

I. Principal GP
(a) Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the
(i) 3,771,016 Shares owned by Starboard V&O Fund, (ii) 444,920 Shares owned by Starboard S LLC, (iii) 247,129 Shares owned
by Starboard C LP, and (iv) 426,935 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 4,890,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,890,000
4. Shared power to dispose or direct the disposition: 0
(c) Principal GP has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard
Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
J. Messrs. Smith, Mitchell and Feld
(a) Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of
the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner
of the (i) 3,771,016 Shares owned by Starboard V&O Fund, (ii) 444,920 Shares owned by Starboard S LLC, (iii) 247,129 Shares
owned by Starboard C LP, and (iv) 426,935 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,890,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,890,000
(c) None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during
the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP
and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by
reference.
K. Mr. Molinelli
(a) As of the close of business on March 1, 2018, Mr. Molinelli beneficially owned 3,252 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 3,252
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,252
4. Shared power to dispose or direct the disposition: 0
(c) Mr. Molinelli has not entered into any transactions in the Shares during the past sixty days.
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Page 19 of 21 – SEC Filing

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. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended
to add the following:

Each of Starboard V&O
Fund, Starboard S LLC and Starboard C LP sold exchange-listed American-style call options on the dates referenced in Schedule A
referencing an aggregate of 1,267,500 Shares, 149,500 Shares and 83,000 Shares, respectively, which have an exercise price of $8.00
per Share and expire on April 20, 2018.

Starboard Value LP
through the Starboard Value LP Account sold in the over the counter market American-style call options on the date referenced in
Schedule A referencing an aggregate of 143,500 Shares, which have an exercise price of $8.00 per Share and expire on April 20,
2018.

As previously disclosed,
Starboard V&O Fund entered into forward purchase contracts with Morgan Stanley as the counterparty providing for the purchase
of an aggregate of 194,730 Shares (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 two (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 the Reporting Persons voting and dispositive
control over the Shares to which such contracts relate.

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Page 20 of 21 – SEC Filing

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: March 1, 2018

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

By: Starboard Value LP,

its investment manager

Starboard Value and Opportunity
S LLC

By: Starboard Value LP,

its manager

 

Starboard Value and Opportunity
C LP

By: Starboard Value R LP,

its general partner

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

its general partner

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

STARBOARD PRINCIPAL CO GP LLC

Starboard Value R GP LLC

By:

/s/ Jeffrey C. Smith

Name: Jeffrey C. Smith
Title: Authorized Signatory

/s/ Jeffrey C. Smith

Jeffrey C. Smith
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld

/s/ Gavin T.
Molinelli

GAVIN T. MOLINELLI
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Page 21 of 21 – SEC Filing

SCHEDULE A

Transactions in the Shares During
the Past Sixty Days

Nature of the Transaction

Amount of Shares

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

 

STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD

 

Sale of April 2018 Call Option ($8 Strike Price) (1,087,700) 0.4843 02/27/2018
Sale of April 2018 Call Option ($8 Strike Price) (179,800) 0.4843 02/27/2018

 

 

Starboard
Value and Opportunity S LLC

 

Sale of April 2018 Call Option ($8 Strike Price) (128,300) 0.4843 02/27/2018
Sale of April 2018 Call Option ($8 Strike Price) (21,200) 0.4843 02/27/2018

Starboard
Value and Opportunity C LP

 

Sale of April 2018 Call Option ($8 Strike Price) (71,300) 0.4843 02/27/2018
Sale of April 2018 Call Option ($8 Strike Price) (11,700) 0.4843 02/27/2018

STARBOARD
VALUE LP

(Through the Starboard Value LP Account)

Sale of April 2018 Call Option ($8 Strike Price) (143,500) 0.4500 02/27/2018
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