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

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Page 23 of 35 – SEC Filing

 
(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
 
(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 B 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) 3,189,313 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: 0
 
2. Shared power to vote or direct vote: 4,140,000
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 4,140,000
 
(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 B and are incorporated herein by reference.
K.
Messrs. Molinelli, Sullivan and Fogarty
 
(a)
As of the close of business on April 6, 2016, none of Messrs. Molinelli, Sullivan or Fogarty owned any Shares.
Percentage: 0%
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0
 
(c)
None of Messrs. Molinelli, Sullivan or Fogarty has entered into any transactions in the Shares during the past sixty days.
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.

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