DARDEN RESTAURANTS INC — Director's Dealing 2018

Jun 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DARDEN RESTAURANTS INC (DRI)
CIK: 0000940944
Period of Report: 2018-06-19

Reporting Person: Cardenas Ricardo (SVP Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-19	Performance Restricted Stock Units (FY16)	$	A	4126.5000	Acquired	2019-07-29	Common Stock (4126.5000)	Direct
2018-06-19	Performance Restricted Stock Units (FY16)	$	A	3493.7700	Acquired	2019-07-29	Common Stock (3493.7700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9263.1740	Direct

Footnotes

F1: On July 29, 2015, the Reporting Person was awarded 2,751 target performance restricted stock units (PSUs) subject to the achievement of performance criteria (relative total shareholder return as compared to a selected comparison group) from July 29, 2015 through May 27, 2018. The number of PSUs awarded 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 reflected the product of (i) the number of PSUs 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: Performance restricted stock units convert into common stock on a one-for-one basis.

F3: On June 19, 2018, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 4,126.50 PSUs being earned in accordance with the provisions of the applicable award agreement. Pursuant to the terms of the applicable award agreement, additional shares of Darden common stock representing accrued dividend equivalents will be delivered to the Reporting Person upon settlement of the PSUs.

F4: This grant vests in two equal annual installments beginning on July 29, 2018.

F5: On July 29, 2015, the Reporting Person was awarded 2,751 target performance restricted stock units (PSUs) subject to the achievement of performance criteria (return on invested capital) from June 1, 2015 through May 27, 2018. The number of PSUs awarded 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 reflected the product of (i) the number of PSUs 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).

F6: On June 19, 2018, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 3,493.77 PSUs being earned in accordance with the provisions of the applicable award agreement. Pursuant to the terms of the applicable award agreement, additional shares of Darden common stock representing accrued dividend equivalents will be delivered to the Reporting Person upon settlement of the PSUs.