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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: |
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Washington, D.C. 20549 |
Expires: |
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SCHEDULE 13G |
Estimated average burden hours per response. . 11 |
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
Depomed, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title of no Class of Securities)
249908104
(CUSIP Number)
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 249908104 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
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Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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CUSIP No. 249908104 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
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Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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CUSIP No. 249908104 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
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Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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CUSIP No. 249908104 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
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Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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CUSIP No. 249908104 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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CUSIP No. 249908104 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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CUSIP No. 249908104 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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8
CUSIP No. 249908104 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by Amount
in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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9
CUSIP No. 249908104 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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10
CUSIP No. 249908104 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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11
CUSIP No. 249908104 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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12
Item 1(a). |
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Name of Issuer: |
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Depomed, Inc. (Depomed) |
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Item 1(b). |
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Address of Issuers Principal Executive Offices: |
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1360 OBrien Drive |
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Menlo Park, CA 94025 |
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Item 2(a). |
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Name of Person Filing |
Item 2(b). |
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Address of Principal Business Office |
Item 2(c). |
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Citizenship |
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This Schedule 13G is filed on behalf of Polygon Global Opportunities Master Fund, Kings Road Investments Ltd., Polygon Investments Ltd., Polygon Investment Management Limited, Polygon Investment Partners LLP, Polygon Investment Partners LP, Polygon Investment Partners HK Limited, Polygon Investment Partners GP, LLC, Mr. Reade E. Griffith, Mr. Alexander E. Jackson and Mr. Patrick G. G. Dear (the Reporting Persons). |
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Polygon Global Opportunities Master Fund (the Master Fund) |
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c/o Polygon Investment Partners LLP |
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10 Duke of York Square |
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London SW3 4LY |
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United Kingdom |
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Citizenship: Cayman Islands, British West Indies |
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Kings Road Investments Ltd. (KRIL) |
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c/o Polygon Investment Partners LP |
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598 Madison Avenue |
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14th Floor |
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New York, New York 10022 |
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Citizenship: Cayman Islands, British West Indies |
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Polygon Investment Management Limited (PIML) |
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c/o Polygon Investment Partners LLP |
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10 Duke of York Square |
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London SW3 4LY |
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United Kingdom |
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Citizenship: United Kingdom |
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Polygon Investments Ltd. (the Investment Manager) |
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c/o Polygon Investment Partners LLP |
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10 Duke of York Square |
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London SW3 4LY |
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United Kingdom |
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Citizenship: Cayman Islands, British West Indies |
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Polygon Investment Partners LLP (the UK Investment Manager) |
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10 Duke of York Square |
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London SW3 4LY |
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United Kingdom |
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Citizenship: United Kingdom |
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Polygon Investment Partners LP (the US Investment Manager) |
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598 Madison Avenue |
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14th Floor |
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New York, New York 10022 |
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Citizenship: Delaware |
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Polygon Investment Partners HK Limited (the HK Investment Manager) Unit 1501- 1502,15/F Cheung Kong Center 2 Queens Road Central Hong Kong Citizenship: Hong Kong |
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Polygon Investment Partners GP, LLC (the General Partner) |
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c/o Polygon Investment Partners LP |
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598 Madison Avenue |
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14th Floor |
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New York, New York 10022 |
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Citizenship: Delaware |
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Reade E. Griffith (Mr. Griffith) |
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c/o Polygon Investment Partners LLP |
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10 Duke of York Square |
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London SW3 4LY |
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United Kingdom |
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Citizenship: United States |
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Alexander E. Jackson (Mr. Jackson) |
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c/o Polygon Investment Partners LP |
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598 Madison Avenue |
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14th Floor |
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New York, New York 10022 |
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Citizenship: United States |
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Patrick G. G. Dear (Mr. Dear) |
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c/o Polygon Investment Partners LLP |
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10 Duke of York Square |
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London SW3 4LY |
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United Kingdom |
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Citizenship: United Kingdom |
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Item 2(d). |
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Title of Class of Securities: |
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Common stock, no par value per share, of Depomed (Common Stock). |
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Item 2(e). |
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The Common Stock has the following CUSIP number: 249908104 |
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Item 3. |
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Not Applicable. |
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Item 4(a). |
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Amount Beneficially Owned: |
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As of December 31, 2006, each Reporting Person may be deemed to be beneficial owner of 2,672,254 shares of Common Stock issuable to KRIL upon conversion of 18,159 shares of Series A Convertible Exchangeable Preferred Stock and associated warrant, no par value per share, of Depomed (the Series A Preferred Stock and Warrant). |
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Item 4(b). |
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Percent of Class: |
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6.0% |
14
Item 4(c). |
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Number of shares as to which Reporting Persons have: |
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(i) |
sole power to vote or direct the vote: 0 |
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(ii) |
shared power to vote or to direct the vote: 2,672,254 |
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(iii) |
the sole power to dispose of or to direct the disposition of: 0 |
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(iv) |
shared power to dispose of or to direct the disposition of: 2,672,254 |
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The shares of Series A Preferred Stock and Warrant are directly held by KRIL. KRIL is a wholly-owned subsidiary of the Master Fund. The Investment Manager, UK Investment Manager, the US Investment Manager, the HK Investment Manager, PIML and the General Partner have voting and depository control over securities owned by KRIL and the Master Fund. Messrs. Griffith, Dear and Jackson control the Investment Manager, the UK Investment Manager, the US Investment Manager, the HK Investment Manager, PIML and the General Partner. |
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Item 5. |
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Ownership of Five Percent or Less of a Class |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o |
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Item 6. |
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Ownership of More than Five Percent on Behalf of another Person |
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Not Applicable. |
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Item 7. |
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
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See Exhibit 1. |
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Item 8. |
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Identification and Classification of Members of the Group. |
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See Exhibit 2. |
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Item 9. |
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Notice of Dissolution of the Group. |
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Not Applicable. |
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Item 10. |
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Certification. |
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By signing below each of the undersigned certifies that, to the best of such persons knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
15
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: February 9, 2007 |
POLYGON GLOBAL OPPORTUNITIES MASTER FUND |
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By Polygon Investment Partners LLP, its investment manager |
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By |
/s/ Patrick G. G. Dear |
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Name: Patrick G. G. Dear |
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Title: Principal |
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Date: February 9, 2007 |
KINGS ROAD INVESTMENTS LTD. |
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By Polygon Investment Partners LLP, its investment manager |
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By |
/s/ Patrick G. G. Dear |
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Name: Patrick G. G. Dear |
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Title: Principal |
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Date: February 9, 2007 |
POLYGON INVESTMENT MANAGEMENT LIMITED |
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By |
/s/ Patrick G. G. Dear |
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Name: Patrick G. G. Dear |
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Title: Principal |
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Date: February 9, 2007 |
POLYGON INVESTMENTS LTD. |
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By |
/s/ Patrick G. G. Dear |
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Name: Patrick G. G. Dear |
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Title: Principal |
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Date: February 9, 2007 |
POLYGON INVESTMENT PARTNERS LLP |
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By |
/s/ Patrick G. G. Dear |
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Name: Patrick G. G. Dear |
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Title: Principal |
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Date: February 9, 2007 |
POLYGON INVESTMENT PARTNERS LP |
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By |
/s/ Patrick G. G. Dear |
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Name: Patrick G. G. Dear |
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Title: Principal |
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Date: February 9, 2007 |
POLYGON INVESTMENT PARTNERS HK LIMITED |
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By |
/s/ Patrick G. G. Dear |
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Name: Patrick G. G. Dear |
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Title: Principal |
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Date: February 9, 2007 |
POLYGON INVESTMENT PARTNERS GP, LLC |
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By |
/s/ Patrick G. G. Dear |
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Name: Patrick G. G. Dear |
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Title: Principal |
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Date: February 9, 2007 |
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/s/ Reade E. Griffith |
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Reade E. Griffith |
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Date: February 9, 2007 |
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/s/ Alexander E. Jackson |
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Alexander E. Jackson |
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Date: February 9, 2007 |
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/s/ Patrick G. G. Dear |
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Patrick G. G. Dear |
17
Exhibit Index
Exhibit 1 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Exhibit 2 Identification of Members of the Group.
Exhibit 3 Joint Filing Agreement
18