Sec Form 4 Filing - Molinelli Gavin @ DEPOMED INC - 2017-03-28

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 Molinelli Gavin 2. Issuer Name and Ticker or Trading Symbol DEPOMED INC [ DEPO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 777 THIRD AVENUE, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/28/2017 (Street) NEW YORK, NY10017 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, no par value 4,038,987 I By Starboard Value and Opportunity Master Fund Ltd ( 1 ) ( 2 ) Common Stock, no par value 499,512 I By Starboard Value and Opportunity S LLC ( 1 ) ( 3 ) Common Stock, no par value 277,452 I By Starboard Value and Opportunity C LP ( 1 ) ( 4 ) Common Stock, no par value 479,319 I By Managed Account of Starboard Value LP ( 1 ) ( 5 )

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 Forward Purchase Contract ( 6 ) ( 6 ) 05/11/2018 Common Stock, no par value 194,730 1 I By Starboard Value and Opportunity Master Fund Ltd ( 1 ) ( 2 ) Stock Option $ 14.23 03/28/2017 A 29,268 ( 7 ) 03/28/2027 Common Stock, no par value 29,268 $ 0 29,268 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Molinelli Gavin 777 THIRD AVENUE, 18TH FLOOR NEW YORK, NY10017 X Signatures /s/ Gavin T. Molinelli 03/30/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934, as amended, and as such, may be deemed to beneficially own the securities reported herein. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 2 )Securities owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). ( 3 )Securities owned directly by Starboard Value and Opportunity S LLC. ( 4 )Securities owned directly by Starboard Value and Opportunity C LP. ( 5 )Securities held in a certain account managed by Starboard Value LP. ( 6 )Starboard V&O Fund entered into forward purchase contracts with Morgan Stanley as the counterparty on November 8, 2016, providing for the purchase of an aggregate of 194,730 shares of Common Stock, having an aggregate purchase price of approximately $3,504,653 (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 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 Starboard V&O Fund voting and dispositive control over the shares to which such contracts relate. ( 7 )These stock options are exercisable in 36 equal monthly installments.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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