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

Page 21 of 26 – SEC Filing

Percentage: Approximately 9.2%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 5,640,000

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 5,640,000

(c)

None of Messrs. Smith, Mitchell or Feld has 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.

K.	Messrs. Molinelli and Sullivan

(a)

As of the close of business on April 12, 2016, neither of Messrs. Molinelli or Sullivan 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)

Neither of Messrs. Molinelli or Sullivan has entered into any transactions in the Shares since the filing of the Schedule 13D.

L.	Mr. Fogarty

(a)

As of the close of business on April 12, 2016, Mr. Fogarty directly owned 16,450 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 16,450

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 16,450

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

(c)

The transaction in the Shares by Mr. Fogarty since the filing of the Schedule 13D is set forth in Schedule A and is incorporated herein by reference.

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.