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

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 8)¹

Depomed, Inc.

(Name
of Issuer)

Common Stock,
no par value

(Title of Class of Securities)

249908104

(CUSIP Number)

JEFFREY
C. SMITH

STARBOARD
VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

February 27, 2018

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

* Includes 194,730 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.

* Includes 194,730 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.

* Includes 194,730 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.

* Includes 194,730 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.

* Includes 194,730 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.

* Includes 194,730 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.

* Includes 194,730 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.

* Includes 194,730 Shares underlying certain
forward purchase contracts exercisable within 60 days hereof.

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 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.

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.

Percentage: Approximately 5.9%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 7.7%

Percentage:
Approximately 7.7%

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

Percentage: Less than 1%

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.

Item 6 is hereby amended
to add the following:

Each of Starboard V&O
Fund, Starboard S LLC and Starboard C LP sold exchange-listed American-style call options on the dates referenced in Schedule A
referencing an aggregate of 1,267,500 Shares, 149,500 Shares and 83,000 Shares, respectively, which have an exercise price of $8.00
per Share and expire on April 20, 2018.

Starboard Value LP
through the Starboard Value LP Account sold in the over the counter market American-style call options on the date referenced in
Schedule A referencing an aggregate of 143,500 Shares, which have an exercise price of $8.00 per Share and expire on April 20,
2018.

As previously disclosed,
Starboard V&O Fund entered into forward purchase contracts with Morgan Stanley as the counterparty providing for the purchase
of an aggregate of 194,730 Shares (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 two (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 the Reporting Persons voting and dispositive
control over the Shares to which such contracts relate.

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

Dated: March 1, 2018

SCHEDULE A

Transactions in the Shares During
the Past Sixty Days

STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD

Starboard
Value and Opportunity S LLC

Starboard
Value and Opportunity C LP

STARBOARD
VALUE LP

(Through the Starboard Value LP Account)