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

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Page 17 of 21 – SEC Filing

F. Starboard Value LP
(a) As of the close of business on March 1, 2018, 426,935 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) 3,771,016 Shares owned by Starboard V&O Fund,
(ii) 444,920 Shares owned by Starboard S LLC, (iii) 247,129 Shares owned by Starboard C LP, and (iv) 426,935 Shares held in the
Starboard Value LP Account.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 4,890,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,890,000
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 during the past sixty days 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) 3,771,016 Shares owned by Starboard V&O Fund, (ii) 444,920 Shares owned by Starboard S LLC, (iii) 247,129
Shares owned by Starboard C LP, and (iv) 426,935 Shares held in the Starboard Value LP Account.

Percentage:
Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 4,890,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,890,000
4. Shared power to dispose or direct the disposition: 0
(c) Starboard Value 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 A and are incorporated herein by reference.
H. Principal Co
(a) Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i)
3,771,016 Shares owned by Starboard V&O Fund, (ii) 444,920 Shares owned by Starboard S LLC, (iii) 247,129 Shares owned by Starboard
C LP, and (iv) 426,935 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 4,890,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,890,000
4. Shared power to dispose or direct the disposition: 0
(c) Principal Co 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 A and are incorporated herein by reference.
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