DARDEN RESTAURANTS INC — Director's Dealing 2014

Jan 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DARDEN RESTAURANTS INC (DRI)
CIK: 0000940944
Period of Report: 2013-12-27

Reporting Person: Richmond C Bradford (CFO, SVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-27	Common Stock	J	4473.8931	—	Acquired	38309.8931	Direct
2013-12-27	Common Stock	J	4473.8931	$91.2304	Disposed	33836.0000	Direct
2014-01-02	Common Stock	F	16.0000	$53.3200	Disposed	33820.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-27	Phantom Stock	$	J	4473.8931	Disposed		Common Stock (4473.8931)	Direct

Footnotes

F1: Deemed conversion of phantom stock into common stock and simultaneous deemed disposition of such common stock totally in exchange for cash from a multi-fund deferred compensation plan that includes a Darden phantom stock unit fund.

F2: Each share of phantom stock is the economic equivalent of one share of DRI common stock. The shares of phantom stock become payable in cash upon settlement.

F3: The number of shares of phantom stock reported is based on a recent plan statement and is derived from an undivided interest in a fund consisting of both Darden common stock and a small cash position that fluctuates from time to time. The number of shares reported may change based on the size of the cash position at the time of reporting and also includes phantom stock acquired pursuant to dividend equivalent reinvestments.