13D Filing: Starboard Value Reports Stake and Goes Activist on Depomed Inc (DEPO)

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Page 21 of 35 – SEC Filing

D.
Starboard R LP
 
(a)
Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 209,844 shares owned by Starboard C LP.
Percentage: Less than 1%
 
(b)
1. Sole power to vote or direct vote:  209,844
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition:  209,844
 
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 B 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 209,844 shares owned by Starboard C LP.
Percentage: Less than 1%
 
(b)
1. Sole power to vote or direct vote:  209,844
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition:  209,844
 
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 B and are incorporated herein by reference.
F.
Starboard Value LP
 
(a)
As of the close of business on April 6, 2016, 363,341 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) 3,189,313 Shares owned by Starboard V&O Fund, (ii) 377,502 Shares owned by Starboard S LLC, (iii) 209,844 Shares owned by Starboard C LP, and (iv) 363,341 Shares held in the Starboard Value LP Account.
Percentage: Approximately 6.8%
 
(b)
1. Sole power to vote or direct vote: 4,140,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 4,140,000
 
4. Shared power to dispose or direct the disposition: 0

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