DARDEN RESTAURANTS INC — Director's Dealing 2014

Oct 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DARDEN RESTAURANTS INC (DRI)
CIK: 0000940944
Period of Report: 2014-10-23

Reporting Person: DAVID R. LOTHROP (SVP, Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-23	Common Stock	M	11250.0000	$33.0950	Acquired	14206.8790	Direct
2014-10-23	Common Stock	S	11250.0000	$50.2885	Disposed	2956.8790	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-23	Stock Option (Right to Buy)	$33.0950	M	11250.0000	Disposed	2015-06-16	Common Stock (11250.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	813.5055	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $50.22 to $50.31. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: The number of shares 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 dividend reinvestments.

F3: This option vested in three equal annual installments beginning on the second anniversary of the grant.