SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Connelly Susan M.

(Last)

(First)

(Middle)

1000 DARDEN CENTER DRIVE

(Street)

ORLANDO

32837

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/08/2019

3. Issuer Name and Ticker or Trading Symbol
DARDEN RESTAURANTS INC [ DRI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Chief Comm & PA Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,959.892	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Restricted Stock Units (FY16)⁽¹⁾	⁽²⁾	07/29/2019	Common Stock	803.3	⁽³⁾	D
Performance Restricted Stock Units (FY17)⁽⁴⁾	⁽⁵⁾	07/27/2020	Common Stock	2,466	⁽³⁾	D
Phantom Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	167.5852⁽⁷⁾	⁽⁶⁾	D
Restricted Stock Units	08/26/2019	08/26/2019	Common Stock	414	⁽⁸⁾	D
Restricted Stock Units (DSU)	⁽⁹⁾	07/23/2019	Common Stock	458	⁽¹⁰⁾	D
Restricted Stock Units (FY18 Annual Grant)	07/26/2020	07/26/2020	Common Stock	691	⁽⁸⁾	D
Restricted Stock Units (FY19 Annual Grant)	07/25/2021	07/25/2021	Common Stock	782	⁽⁸⁾	D
Stock Option (Right to Buy)	⁽¹¹⁾	07/27/2026	Common Stock	5,109	$59.68	D
Stock Option (Right to Buy)	⁽¹²⁾	07/29/2025	Common Stock	2,674	$65.02	D
Stock Option (Right to Buy)	⁽¹³⁾	07/26/2027	Common Stock	3,836	$85.83	D
Stock Option (Right to Buy)	⁽¹⁴⁾	07/25/2028	Common Stock	4,735	$107.05	D

Explanation of Responses:

1. Represents 435 performance restricted stock units (PSUs) awarded July 29, 2015 and earned June 19, 2018 as a result of the achievement of performance criteria (relative total shareholder return as compared to a selected comparison group) from July 29, 2015 through May 27, 2018, and 368.30 performance restricted stock units (PSUs) awarded July 29, 2015 and earned June 19, 2018 as a result of the achievement of performance criteria (return on invested capital) from June 1, 2015 through May 27, 2018.

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

3. Performance restricted stock units convert into common stock on a one-for-one basis.

4. Represents 1233 performance restricted stock units (PSUs) awarded July 27, 2016 and earned June 18, 2019 as a result of the achievement of performance criteria (relative total shareholder return as compared to a selected comparison group) from July 27, 2016 through May 26, 2019, and 1233 performance restricted stock units (PSUs) awarded July 27, 2016 and earned June 18, 2019 as a result of the achievement of performance criteria (return on invested capital) from May 30, 2016 through May 26, 2019.

5. This grant vests in two equal annual installments beginning on July 27, 2019.

6. Each share of phantom stock is the economic equivalent of one share of DRI common stock. The share of phantom stock becomes payable in cash upon settlement.

7. Includes phantom stock acquired under the Darden Restaurants, Inc. FlexComp Plan based on information provided by the plan administrator as of June 30, 2019.

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

9. Vests in two equal annual installments beginning on July 23, 2018.

10. Each restricted stock unit (Darden Stock Unit "DSU") is the economic equivalent of one share of DRI common stock. The restricted stock unit (DSU) becomes payable in cash upon vesting.

11. This option vests in two equal annual installments beginning on July 27, 2019.

12. This option vests in two equal annual installments beginning on July 29, 2018.

13. This option vests in two equal annual installments beginning on July 26, 2020.

14. This option vests in two equal annual installments beginning on July 25, 2021.

Remarks:

connellypoa.txt

	Jessica P. Lange, Attorney-in-fact for Connelly, Susan M.	07/17/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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