DARDEN RESTAURANTS INC — Director's Dealing 2015

Dec 15, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DARDEN RESTAURANTS INC (DRI)
CIK: 0000940944
Period of Report: 2015-12-14

Reporting Person: LEE EUGENE I JR (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-14	Common Stock	M	491.0000	—	Acquired	70594.0000	Direct
2015-12-14	Common Stock	F	206.0000	$57.7700	Disposed	70388.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-14	Restricted Stock Units	$	M	491.0000	Disposed		Common Stock (491.0000)	Direct

Footnotes

F1: The number of restricted stock units was adjusted in connection with the spin-off (the Spin-Off) of Four Corners Property Trust, Inc. (FCPT) from Darden Restaurants, Inc. (Darden) on November 9, 2015. The adjustment reflects the product of (i) the number of shares subject to the restricted stock unit awards immediately prior to the Spin-Off and (ii) the ratio of (A) the pre-Spin-Off closing price on November 9, 2015 of Darden Common Stock (Darden Pre-Spin-Off Price) and (B) the difference between the Darden Pre-Spin-Off Price and the volume weighted average price of FCPT Common Stock trading on the NYSE on the trading day immediately following the distribution date (adjusted to reflect the Darden-to-FCPT pro rata share distribution ratio in the Spin-Off).

F2: Restricted stock units convert into common stock on a one-for-one basis.

F3: On December 13, 2014, the reporting person was granted 436 restricted stock units, vesting in one installment on the first anniversary of the grant date.