CUSIP
No. 249908104
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13G/A
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Page
2 of 8
Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TANG
CAPITAL PARTNERS, LP
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
¨
(b) ý |
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3
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SEC
USE ONLY
|
||||
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
5
|
SOLE
VOTING POWER
0
|
|||
6
|
SHARED
VOTING POWER
4,909,600
|
||||
7
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SOLE
DISPOSITIVE POWER
0
|
||||
8
|
SHARED
DISPOSITIVE POWER
4,909,600
|
||||
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,909,600
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||||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
||||
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.3%
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12
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TYPE
OF REPORTING PERSON
PN
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CUSIP
No. 249908104
|
13G/A
|
Page
3 of 8
Pages
|
|||
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TANG
CAPITAL MANAGEMENT, LLC
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
(a)
¨
(b)
ý
|
|||
3
|
SEC
USE ONLY
|
||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
5
|
SOLE
VOTING POWER
0
|
|||
6
|
SHARED
VOTING POWER
4,909,600
|
||||
7
|
SOLE
DISPOSITIVE POWER
0
|
||||
8
|
SHARED
DISPOSITIVE POWER
4,909,600
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,909,600
|
||||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.3%
|
||||
12
|
TYPE
OF REPORTING PERSON
OO
|
CUSIP
No. 249908104
|
13G/A
|
Page
4 of 8
Pages
|
|||
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KEVIN
C. TANG
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
ý
|
|||
3
|
SEC
USE ONLY
|
||||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
5
|
SOLE
VOTING POWER
68,000
|
|||
6
|
SHARED
VOTING POWER
4,999,600
|
||||
7
|
SOLE
DISPOSITIVE POWER
68,000
|
||||
8
|
SHARED
DISPOSITIVE POWER
5,046,600
|
||||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,114,600
|
||||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
|
||||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7%
|
||||
12
|
TYPE
OF REPORTING PERSON
IN
|
Item 1(a). | Name of Issuer: | |||
Depomed, Inc. (the “Issuer”) | ||||
Item 1(b). | Address of Issuer’s Principal Executive Offices: | |||
1360 O’Brien Drive, Menlo Park, CA, 94025 | ||||
Item 2(a). | Name of Person Filing: | |||
This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin C. Tang, the manager of Tang Capital Management. | ||||
Item 2(b). | Address of Principal Business Office or, if none, Residence: | |||
4401 Eastgate Mall, San Diego, CA 92121 | ||||
Item 2(c). | Citizenship: | |||
Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen. | ||||
Item 2(d). | Title of Class of Securities: | |||
Common Stock, no par value (the “Common Stock”) | ||||
Item 2(e). | CUSIP Number: 249908104 | |||
Item 3. | Not applicable. |
Item 4. | Ownership. | |||
(a) | Amount Beneficially Owned: | |||
Tang
Capital
Partners. Tang Capital Partners is the record and
beneficial owner of 3,709,600 shares of Common Stock and 1,200,000
shares
of Common Stock issuable upon exercise of options. Tang Capital
Partners shares voting and dispositive power over such securities
with
Tang Capital Management and Kevin C. Tang.
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Tang
Capital Management.
Tang Capital Management, as the general partner of Tang Capital
Partners,
may be deemed to beneficially own the 3,709,600 shares of Common
Stock and
the 1,200,000 shares of Common Stock issuable upon the exercise
of options
held by Tang Capital Partners. Tang Capital Management shares
voting and dispositive power over such shares with Tang Capital
Partners
and Kevin C. Tang.
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Kevin
C.
Tang. Kevin C. Tang may be deemed to beneficially own
5,114,600 shares of the Issuer’s Common Stock,
comprising:
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·
|
3,709,600
shares of Common Stock and 1,200,000 shares of Common Stock
issuable upon
the exercise of options held by Tang Capital Partners, for
which Tang
Capital Management, of which Mr. Tang is manager, serves as
general
partner. Mr. Tang shares voting and dispositive power over such
shares with Tang Capital Management and Tang Capital
Partners.
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·
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11,000
shares owned of record by Mr. Tang.
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·
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194,000
shares over which Mr. Tang has voting and/or dispositive
power.
|
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Mr.
Tang disclaims beneficial ownership of all shares reported herein
except
to the extent of his pecuniary interest
therein.
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(b) | Percent of Class: |
Tang Capital Partners | 10.3% | ||||
Tang Capital Management | 10.3% | ||||
Kevin C. Tang | 10.7% | ||||
(c) | Number of shares as to which such person has: | ||||
(i) | sole power to vote or to direct the vote: | ||||
Tang Capital Partners | 0 shares | ||||
Tang Capital Management | 0 shares | ||||
Kevin C. Tang | 68,000 shares | ||||
(ii) | shared power to vote or to direct the vote: | ||||
Tang Capital Partners | 4,909,600 shares | ||||
Tang Capital Management | 4,909,600 shares | ||||
Kevin C. Tang | 4,999,600 shares | ||||
(iii) | sole power to dispose or to direct the disposition of: | ||||
Tang Capital Partners | 0 shares | ||||
Tang Capital Management | 0 shares | ||||
Kevin C. Tang | 68,000 shares | ||||
(iv) | shared power to dispose or to direct the disposition of: | ||||
Tang Capital Partners | 4,909,600 shares | ||||
Tang Capital Management | 4,909,600 shares | ||||
Kevin C. Tang | 5,046,600 shares |
Item 5. | Ownership of Five Percent or Less of a Class. | ||||
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: ¨ | |||||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | ||||
Not applicable | |||||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. | ||||
Not applicable. |
Item 8. | Identification and Classification of Members of the Group. | ||||
Not applicable. | |||||
Item 9. | Notice of Dissolution of Group. | ||||
Not applicable. | |||||
Item 10. | Certification. | ||||
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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. | |||||
Date: | January 28, 2008 | ||
TANG CAPITAL PARTNERS, LP | |||
By: | Tang Capital Management, LLC, its General Partner | ||
By: | /s/ Kevin C. Tang | ||
Kevin C. Tang, Manager | |||
TANG CAPITAL MANAGEMENT, LLC | |||
By: | /s/ Kevin C. Tang | ||
Kevin C. Tang, Manager | |||
/s/ Kevin C. Tang | |||
Kevin C. Tang |