DEPOMED INC 4
4 · DEPOMED INC · Filed Mar 30, 2017
Insider Transaction Report
Form 4
DEPOMED INCDEPO
Molinelli Gavin
Director
Transactions
- Award
Stock Option
2017-03-28+29,268→ 29,268 totalExercise: $14.23Exp: 2027-03-28→ Common Stock, no par value (29,268 underlying)
Holdings
- 479,319(indirect: By Managed Account of Starboard Value LP)
Common Stock, no par value
- 1(indirect: By Starboard Value and Opportunity Master Fund Ltd)
Forward Purchase Contract
Exp: 2018-05-11→ Common Stock, no par value (194,730 underlying) - 499,512(indirect: By LLC)
Common Stock, no par value
- 277,452(indirect: By Starboard Value and Opportunity C LP)
Common Stock, no par value
- 4,038,987(indirect: By Starboard Value and Opportunity Master Fund Ltd)
Common Stock, no par value
Footnotes (7)
- [F1]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.
- [F2]Securities owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund").
- [F3]Securities owned directly by Starboard Value and Opportunity S LLC.
- [F4]Securities owned directly by Starboard Value and Opportunity C LP.
- [F5]Securities held in a certain account managed by Starboard Value LP.
- [F6]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.
- [F7]These stock options are exercisable in 36 equal monthly installments.