Edgar Filing: DEPOMED INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Molinelli Gavin

2. Date of Event Requiring Statement (Month/Day/Year)
03/28/2017

3. Issuer Name and Ticker or Trading Symbol
DEPOMED INC [DEPO]

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10017

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value	4,038,987	I	By Starboard Value and Opportunity Master Fund Ltd ⁽¹⁾ ⁽²⁾
Common Stock, no par value	499,512	I	By Starboard Value and Opportunity S LLC ⁽¹⁾ ⁽³⁾
Common Stock, no par value	277,452	I	By Starboard Value and Opportunity C LP ⁽¹⁾ ⁽⁴⁾
Common Stock, no par value	479,319	I	By Managed Account of Starboard Value LP ⁽¹⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Forward Purchase Contract	Â ⁽⁶⁾	05/11/2018	Common Stock, no par value	194,730	$ ⁽⁶⁾	I	By Starboard Value and Opportunity Master Fund Ltd ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Molinelli Gavin 777 THIRD AVENUE, 18TH FLOOR NEW YORK,Â NYÂ 10017	Â X	Â	Â	Â

Signatures

/s/ Gavin T. Molinelli		03/30/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Reporting Person may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934, as amended, and as such, may be deemed to beneficially own the securities reported herein. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(2)	Securities owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund").
(3)	Securities owned directly by Starboard Value and Opportunity S LLC.
(4)	Securities owned directly by Starboard Value and Opportunity C LP.
(5)	Securities held in a certain account managed by Starboard Value LP.
(6)	Starboard V&O Fund entered into forward purchase contracts with Morgan Stanley as the counterparty on November 8, 2016, providing for the purchase of an aggregate of 194,730 shares of Common Stock, having an aggregate purchase price of approximately $3,504,653 (the "Forward Contracts"). The Forward Contracts have a final valuation date of May 11, 2018, however, Starboard V&O Fund has the ability to elect early settlement after serving notice to Morgan Stanley of such intention at least 2 scheduled trading days in advance of the desired early final valuation date. The Forward Contracts provide for physical settlement. Until the settlement date, the Forward Contracts do not give Starboard V&O Fund voting and dispositive control over the shares to which such contracts relate.

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