Sec Form 4 Filing - HAMILTON JOHN F @ DEPOMED INC - 2007-10-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person HAMILTON JOHN F 2. Issuer Name and Ticker or Trading Symbol DEPOMED INC [ DEPO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP & CFO (Last) (First) (Middle) 1360 O'BRIEN DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 10/10/2007 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/10/2007 A 100,000 ( 12 ) A $ 0 205,644 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option $ 3.75 10/10/2007 D 35,000 ( 1 ) 12/11/2007 Common Stock 35,000 $ 0 0 D Stock Option $ 7.625 10/10/2007 D 25,000 ( 2 ) 12/09/2008 Common Stock 25,000 $ 0 0 D Stock Option $ 2.875 10/10/2007 D 42,500 ( 3 ) 07/16/2009 Common Stock 42,500 $ 0 0 D Stock Option $ 3.75 10/10/2007 D 60,000 ( 4 ) 06/07/2010 Common Stock 60,000 $ 0 0 D Stock Option $ 4.3 10/10/2007 D 40,000 ( 5 ) 06/05/2011 Common Stock 40,000 $ 0 0 D Stock Option $ 5.8 10/10/2007 D 25,000 ( 6 ) 12/17/2011 Common Stock 25,000 $ 0 0 D Stock Option $ 1.71 10/10/2007 D 40,000 ( 7 ) 12/23/2012 Common Stock 40,000 $ 0 0 D Stock Option $ 5.08 10/10/2007 D 25,000 ( 8 ) 12/20/2014 Common Stock 25,000 $ 0 0 D Stock Option $ 6.29 10/10/2007 D 84,750 ( 9 ) 02/10/2016 Common Stock 84,750 $ 0 0 D Stock Option $ 4.365 10/10/2007 D 43,750 ( 10 ) 05/31/2017 Common Stock 43,750 $ 0 0 D Stock Option $ 1.98 10/10/2007 D 50,000 ( 11 ) 08/24/2017 Common Stock 50,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HAMILTON JOHN F 1360 O'BRIEN DRIVE MENLO PARK, CA94025 VP & CFO Signatures /s/ John F. Hamilton 10/12/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option, which provided for vesting with respect to 25% of the underlying shares on December 11, 1998 and with respect to 2.0833% of the underlying shares in each of the thirty-six months thereafter, was cancelled pursuant to a letter agreement between the Company and Mr. Hamilton on October 10, 2007. ( 2 )This option, which provided for vesting with respect to 25% of the underlying shares on December 9, 1999 and with respect to 2.0833% of the underlying shares in each of the thirty-six months thereafter, was cancelled pursuant to a letter agreement between the Company and Mr. Hamilton on October 10, 2007. ( 3 )This option, which provided for vesting with respect to 25% of the underlying shares on July 16, 2000 and with respect to 2.0833% of the underlying shares in each of the thirty-six months thereafter, was cancelled pursuant to a letter agreement between the Company and Mr. Hamilton on October 10, 2007. ( 4 )This option, which provided for vesting in forty-eight monthly installments beginning on July 7, 2000, was cancelled pursuant to a letter agreement between the Company and Mr. Hamilton on October 10, 2007. ( 5 )This option, which provided for vesting in forty-eight monthly installments beginning on July 5, 2001, was cancelled pursuant to a letter agreement between the Company and Mr. Hamilton on October 10, 2007. ( 6 )This option, which provided for vesting in forty-eight monthly installments beginning on January 17, 2002, was cancelled pursuant to a letter agreement between the Company and Mr. Hamilton on October 10, 2007. ( 7 )This option, which provided for vesting in forty-eight monthly installments beginning on January 23, 2003, was cancelled pursuant to a letter agreement between the Company and Mr. Hamilton on October 10, 2007. ( 8 )This option, which provided for vesting in forty-eight monthly installments beginning on January 20, 2005, was cancelled pursuant to a letter agreement between the Company and Mr. Hamilton on October 10, 2007. ( 9 )This option, which provided for vesting in forty-eight monthly installments beginning on March 10, 2006, was cancelled pursuant to a letter agreement between the Company and Mr. Hamilton on October 10, 2007. ( 10 )This option, which provided for vesting in forty-eight monthly installments beginning on June 30, 2007, was cancelled pursuant to a letter agreement between the Company and Mr. Hamilton on October 10, 2007. ( 11 )This option, which provided for vesting with respect to 50% of the underlying shares on August 24, 2008 and with respect to 4.1666% of the underlying shares in each of the twelve months thereafter, was cancelled pursuant to a letter agreement between the Company and Mr. Hamilton on October 10, 2007. ( 12 )Issued pursuant to a letter agreement between the Company and Mr. Hamilton dated October 10, 2007.

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