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

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 4,735,295 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 4,735,295

(c)

None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the filing of Amendment No. 8 to the Schedule 13D. 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 since the filing of Amendment No. 8 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

K.

Mr. Molinelli

(a)

As of the close of business on April 5, 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 since the filing of Amendment No. 8 to the Schedule 13D.

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 718,200 Shares, 84,700 Shares and 47,100 Shares, respectively, which have an exercise price of $7.00
per Share and expire on May 18, 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 81,300 Shares, which have an exercise price of $7.00 per Share and expire on May 18, 2018.

As previously disclosed,
each of Starboard V&O Fund, Starboard S LLC and Starboard C LP sold exchange-listed American-style call options 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.