Item 2.02 Results of Operations and Financial Condition

On November 5, 2012, Depomed, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2012. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 8.01 Other Events

In September 2012, certain executive officers of the Company entered into prearranged trading plans in accordance with guidelines specified by Rule 10b5-1 of the Securities Exchange Act of 1934 (the "10b5-1 Plans"). Rule 10b5-1 allows individuals to adopt written, pre-arranged stock trading plans when they are not in possession of material, non-public information. The 10b5-1 Plans provide for the potential sale of Depomed securities held by the executives in varying amounts at varying prices. Sales may occur under the 10b5-1 Plans following the December 1, 2012 vesting date of the Restricted Stock Units (RSUs) held by certain of the executives. The executive officers who entered into 10b5-1 Plans are: Matthew M. Gosling, Senior Vice President and General Counsel; Michael Sweeney, Chief Medical Officer and Vice President, Research and Development; and August J. Moretti, Senior Vice President and Chief Financial Officer. Transactions under the 10b5-1 Plans will be disclosed publicly through Form 144 and Form 4 filings as required by the SEC.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Depomed, Inc. Press Release issued on November 5, 2012

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