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

The foregoing description
of the Amendment is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.

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 62,962,013 Shares outstanding, as of June 23, 2017, which is
the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with
the Securities and Exchange Commission on July 14, 2017.

A.

Starboard V&O Fund

(a)

As of the close of business on July 17, 2017, Starboard V&O Fund beneficially owned 4,233,717 Shares, including 194,730 Shares underlying certain forward purchase contracts.

Percentage: Approximately 6.7%

(b)

1. Sole power to vote or direct vote: 4,233,717 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 4,233,717 4. Shared power to dispose or direct the disposition: 0

(c)

Starboard V&O Fund has not entered into any transactions in the Shares during the past sixty days.

B.

Starboard S LLC

(a)

As of the close of business on July 17, 2017, Starboard S LLC beneficially owned 499,512 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 499,512 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 499,512 4. Shared power to dispose or direct the disposition: 0

(c)

Starboard S LLC has not entered into any transactions in the Shares during the past sixty days.

C.

Starboard C LP

(a)

As of the close of business on July 17, 2017, Starboard C LP beneficially owned 277,452 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 277,452 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 277,452 4. Shared power to dispose or direct the disposition: 0

(c)

Starboard C LP has not entered into any transactions in the Shares during the past sixty days.