DARDEN RESTAURANTS INC — Director's Dealing 2019

Jan 8, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DARDEN RESTAURANTS INC (DRI)
CIK: 0000940944
Period of Report: 2019-01-05

Reporting Person: SONSTEBY CHARLES M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-05	Common Stock	M	1922.0000	—	Acquired	7922.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-05	Restricted Stock Units (FY16 Annual Grant)	$	M	1922.0000	Disposed		Common Stock (1922.0000)	Direct

Footnotes

F1: Restricted stock units convert into common stock on a one-for-one basis.

F2: The RSUs vest on the first to occur of one year from date of grant and the date of the next annual meeting of shareholders. The reporting person elected to defer settlement of the RSUs until the earliest of (i) 01/05/2019 (ii) the reporting person's termination from the Board or (iii) the death of the reporting person.

F3: 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).