13D Filing: Starboard Value LP and Depomed Inc (DEPO)

The following constitutes
Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule
13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended
and restated to read as follows:

The Shares purchased
by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and held in the Starboard Value LP Account were purchased
with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business)
in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The
aggregate purchase price of the 3,576,286 Shares beneficially owned by Starboard V&O Fund is approximately $51,959,422, excluding
brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for
the purchase of 194,730 Shares by Starboard V&O Fund is approximately $3,504,653, excluding commissions. The aggregate purchase
price of the 444,920 Shares beneficially owned by Starboard S LLC is approximately $6,646,853, excluding brokerage commissions.
The aggregate purchase price of the 247,129 Shares beneficially owned by Starboard C LP is approximately $3,612,068, excluding
brokerage commissions. The aggregate purchase price of the 426,935 Shares held in the Starboard Value LP Account is approximately
$6,379,203, excluding brokerage commissions. The 3,252 Shares beneficially owned by Mr. Molinelli represent shares that were granted
to Mr. Molinelli by the Issuer in his former capacity as a director of the Issuer.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) –
(c) are hereby amended and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 63,505,783 Shares outstanding, as of February 23, 2018, which
is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 1, 2018.

A.

Starboard V&O Fund

(a)

As of the close of business on March 1, 2018, Starboard V&O Fund beneficially owned 3,771,016 Shares, including 194,730 Shares underlying certain forward purchase contracts.

Percentage: Approximately 5.9%

(b)

1. Sole power to vote or direct vote: 3,771,016 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,771,016 4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

B.

Starboard S LLC

(a)

As of the close of business on March 1, 2018, Starboard S LLC beneficially owned 444,920 Shares.

Percentage: Less than 1%