Depomed Inc (DEPO): Starboard Value Snatches Up Another 1.5 Million Shares

Page 19 of 26 – SEC Filing

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote:  285,827

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition:  285,827

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard R GP has not entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares on behalf of Starboard C LP since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

F.	Starboard Value LP

(a)

As of the close of business on April 12, 2016, 492,774 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) 4,346,917 Shares owned by Starboard V&O Fund, (ii) 514,482 Shares owned by Starboard S LLC, (iii) 285,827 Shares owned by Starboard C LP, and (iv) 492,774 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.2%

(b)

1. Sole power to vote or direct vote: 5,640,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 5,640,000

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 since the filing of the Schedule 13D 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) 4,346,917 Shares owned by Starboard V&O Fund, (ii) 514,482 Shares owned by Starboard S LLC, (iii) 285,827 Shares owned by Starboard C LP, and (iv) 492,774 Shares held in the Starboard Value LP Account.

Percentage: Approximately 9.2%

(b)

1. Sole power to vote or direct vote: 5,640,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 5,640,000

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard Value GP has not entered into any transactions in the Shares since the filing of 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 the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.