sc13da2006297125_04062016.htm

0000921895-16-004009.txt : 20160406 0000921895-16-004009.hdr.sgml : 20160406 20160406171527 ACCESSION NUMBER: 0000921895-16-004009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20160406 DATE AS OF CHANGE: 20160406 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DARDEN RESTAURANTS INC CENTRAL INDEX KEY: 0000940944 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 593305930 STATE OF INCORPORATION: FL FISCAL YEAR END: 0529 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44577 FILM NUMBER: 161558259 BUSINESS ADDRESS: STREET 1: 1000 DARDEN CENTER DRIVE CITY: ORLANDO STATE: FL ZIP: 32837 BUSINESS PHONE: 4072454000 MAIL ADDRESS: STREET 1: 1000 DARDEN CENTER DRIVE CITY: ORLANDO STATE: FL ZIP: 32837 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL MILLS RESTAURANTS INC DATE OF NAME CHANGE: 19950313 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Starboard Value LP CENTRAL INDEX KEY: 0001517137 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 sc13da2006297125_04062016.htm AMENDMENT NO. 20 TO THE SCHEDULE 13D sc13da2006297125_04062016.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 20)1

Darden Restaurants, Inc.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

237194105

(CUSIP Number)

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

STEVE WOLOSKY, ESQ.

OLSHÂN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 5, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 237194105

1	NAME OF REPORTING PERSON STARBOARD VALUE LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 6,615,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 6,615,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,615,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 237194105

1	NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,441,694
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,441,694
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,441,694
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 237194105

1	NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY S LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 329,794
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 329,794
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 329,794
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 237194105

1	NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY C LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 180,772
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 180,772
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,772
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 237194105

1	NAME OF REPORTING PERSON STARBOARD VALUE R LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 180,772
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 180,772
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,772
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 237194105

1	NAME OF REPORTING PERSON STARBOARD VALUE R GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 180,772
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 180,772
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,772
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 237194105

1	NAME OF REPORTING PERSON STARBOARD LEADERS DELTA LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,965,468
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,965,468
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,965,468
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 237194105

1	NAME OF REPORTING PERSON STARBOARD LEADERS FUND LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,965,468
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,965,468
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,965,468
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 237194105

1	NAME OF REPORTING PERSON STARBOARD VALUE A LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,965,468
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,965,468
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,965,468
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 237194105

1	NAME OF REPORTING PERSON STARBOARD VALUE A GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,965,468
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,965,468
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,965,468
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 237194105

1	NAME OF REPORTING PERSON STARBOARD VALUE GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 6,615,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 6,615,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,615,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 237194105

1	NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 6,615,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 6,615,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,615,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 237194105

1	NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 6,615,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 6,615,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,615,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 237194105

1	NAME OF REPORTING PERSON JEFFREY C. SMITH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 9,475
	8	SHARED VOTING POWER 6,615,000
	9	SOLE DISPOSITIVE POWER 9,475
	10	SHARED DISPOSITIVE POWER 6,615,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,624,475
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 237194105

1	NAME OF REPORTING PERSON MARK R. MITCHELL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 6,615,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 6,615,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,615,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 237194105

1	NAME OF REPORTING PERSON PETER A. FELD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 6,320
	8	SHARED VOTING POWER 6,615,000
	9	SOLE DISPOSITIVE POWER 6,320
	10	SHARED DISPOSITIVE POWER 6,615,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,621,320
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 237194105

The following constitutes Amendment No. 20 to the Schedule 13D filed by the undersigned (“Amendment No. 20”). This Amendment No. 20 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and held in the Starboard Value LP Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,441,694 Shares beneficially owned by Starboard V&O Fund is approximately $60,640,183, excluding brokerage commissions. The aggregate purchase price of the 329,794 Shares beneficially owned by Starboard S LLC is approximately $14,042,150, excluding brokerage commissions. The aggregate purchase price of the 180,772 Shares beneficially owned by Starboard C LP is approximately $ 7,630,898, excluding brokerage commissions. The aggregate purchase price of the 1,965,468 Shares beneficially owned by Starboard Delta LLC is approximately $81,762,215, excluding brokerage commissions. The aggregate purchase price of the 2,697,272 Shares held in the Starboard Value LP Accounts is approximately $122,256,992, excluding brokerage commissions. The 9,475 Shares beneficially owned by Mr. Smith were granted to Mr. Smith by the Issuer in his capacity as a director of the Issuer. The 6,320 Shares beneficially owned by Mr. Feld were granted to Mr. Feld by the Issuer in his capacity as a director of the Issuer.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On April 4, 2016, Jeffrey C. Smith resigned from his position as Chairman and a member of the Board of Directors of the Issuer. A copy of the Issuer’s press release, dated April 5, 2016, announcing Mr. Smith’s resignation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) - 5(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 128,236,458 Shares outstanding, as of December 15, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 6, 2016.

A.	Starboard V&O Fund

(a)

As of the close of business on April 6, 2016, Starboard V&O Fund beneficially owned 1,441,694 Shares.

Percentage: Approximately 1.1%

CUSIP NO. 237194105

(b)

1. Sole power to vote or direct vote: 1,441,694

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,441,694

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard V&O Fund since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

B.	Starboard S LLC

(a)

As of the close of business on April 6, 2016, Starboard S LLC beneficially owned 329,794 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 329,794

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 329,794

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard S LLC since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

C.	Starboard C LP

(a)

As of the close of business on April 6, 2016, Starboard C LP beneficially owned 180,772 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 180,772

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 180,772

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard C LP since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

D.	Starboard R LP

(a)

Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 180,772 shares owned by Starboard C LP.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 180,772

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 180,772

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard R LP has not entered into any transactions in the Shares since the filing of Amendment No. 19 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

CUSIP NO. 237194105

E.	Starboard R GP

(a)

Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 180,772 shares owned by Starboard C LP.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 180,772

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 180,772

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard R GP has not entered into any transactions in the Shares since the filing of Amendment No. 19 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

F.	Starboard Delta LLC

(a)

As of the close of business on April 6, 2016, Starboard Delta LLC beneficially owned 1,965,468 Shares.

Percentage: Approximately 1.5%

(b)

1. Sole power to vote or direct vote: 1,965,468

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,965,468

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard Delta LLC since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

G.	Starboard Leaders Fund

(a)

Starboard Leaders Fund, as a member of Starboard Delta LLC, may be deemed the beneficial owner of the 1,965,468 shares owned by Starboard Delta LLC.

Percentage: Approximately 1.5%

(b)

1. Sole power to vote or direct vote: 1,965,468

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,965,468

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard Leaders Fund has not entered into any transactions in the Shares since the filing of Amendment No. 19 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

CUSIP NO. 237194105

H.	Starboard A LP

(a)

Starboard A LP, as the general partner of Starboard Leaders Fund and the managing member of Starboard Delta LLC, may be deemed the beneficial owner of the 1,965,468 shares owned by Starboard Delta LLC.

Percentage: Approximately 1.5%

(b)

1. Sole power to vote or direct vote: 1,965,468

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,965,468

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard A LP has not entered into any transactions in the Shares since the filing of Amendment No. 19 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

I.	Starboard A GP

(a)

Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the 1,965,468 shares owned by Starboard Delta LLC.

Percentage: Approximately 1.5%

(b)

1. Sole power to vote or direct vote: 1,965,468

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,965,468

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard A GP has not entered into any transactions in the Shares since the filing of Amendment No. 19 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

J.	Starboard Value LP

(a)

As of the close of business on April 6, 2016, 2,697,272 Shares were held in the Starboard Value LP Accounts. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Delta LLC and the Starboard Value LP Accounts and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 1,441,694 Shares owned by Starboard V&O Fund, (ii) 329,794 Shares owned by Starboard S LLC, (iii) 180,772 Shares owned by Starboard C LP, (iv) 1,965,468 Shares owned by Starboard Delta LLC and (v) 2,697,272 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.2%

(b)

1. Sole power to vote or direct vote: 6,615,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 6,615,000

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard Value LP has not entered into any transactions in the Shares since the filing of Amendment No. 19 to the Schedule 13D. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Accounts and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

CUSIP NO. 237194105

K.	Starboard Value GP

(a)

Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 1,441,694 Shares owned by Starboard V&O Fund, (ii) 329,794 Shares owned by Starboard S LLC, (iii) 180,772 Shares owned by Starboard C LP, (iv) 1,965,468 Shares owned by Starboard Delta LLC and (v) 2,697,272 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.2%

(b)

1. Sole power to vote or direct vote: 6,615,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 6,615,000

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard Value GP has not entered into any transactions in the Shares since the filing of Amendment No. 19 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

L.	Principal Co

(a)

Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 1,441,694 Shares owned by Starboard V&O Fund, (ii) 329,794 Shares owned by Starboard S LLC, (iii) 180,772 Shares owned by Starboard C LP, (iv) 1,965,468 Shares owned by Starboard Delta LLC and (v) 2,697,272 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.2%

(b)

1. Sole power to vote or direct vote: 6,615,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 6,615,000

4. Shared power to dispose or direct the disposition: 0

(c)

Principal Co has not entered into any transactions in the Shares since the filing of Amendment No. 19 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

M.	Principal GP

(a)

Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 1,441,694 Shares owned by Starboard V&O Fund, (ii) 329,794 Shares owned by Starboard S LLC, (iii) 180,772 Shares owned by Starboard C LP, (iv) 1,965,468 Shares owned by Starboard Delta LLC and (v) 2,697,272 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.2%

(b)

1. Sole power to vote or direct vote: 6,615,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 6,615,000

4. Shared power to dispose or direct the disposition: 0

(c)

Principal GP has not entered into any transactions in the Shares since the filing of Amendment No. 19 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

CUSIP NO. 237194105

Mr. Smith

(a)

As of the close of business on April 6, 2016, Mr. Smith beneficially owned 9,475 Shares. Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 1,441,694 Shares owned by Starboard V&O Fund, (ii) 329,794 Shares owned by Starboard S LLC, (iii) 180,772 Shares owned by Starboard C LP, (iv) 1,965,468 Shares owned by Starboard Delta LLC and (v) 2,697,272 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.2%

(b)

1. Sole power to vote or direct vote: 9,475

2. Shared power to vote or direct vote: 6,615,000

3. Sole power to dispose or direct the disposition: 9,475

4. Shared power to dispose or direct the disposition: 6,615,000

(c)

Mr. Smith has not entered into any transactions in the Shares since the filing of Amendment No. 19 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

Mr. Feld

(a)

As of the close of business on April 6, 2016, Mr. Feld beneficially owned 6,320 Shares. Mr. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 1,441,694 Shares owned by Starboard V&O Fund, (ii) 329,794 Shares owned by Starboard S LLC, (iii) 180,772 Shares owned by Starboard C LP, (iv) 1,965,468 Shares owned by Starboard Delta LLC and (v) 2,697,272 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.2%

(b)

1. Sole power to vote or direct vote: 6,320

2. Shared power to vote or direct vote: 6,615,000

3. Sole power to dispose or direct the disposition: 6,320

4. Shared power to dispose or direct the disposition: 6,615,000

(c)

Mr. Feld has not entered into any transactions in the Shares since the filing of Amendment No. 19 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

P.	Mr. Mitchell

(a)

Mr. Mitchell, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 1,441,694 Shares owned by Starboard V&O Fund, (ii) 329,794 Shares owned by Starboard S LLC, (iii) 180,772 Shares owned by Starboard C LP, (iv) 1,965,468 Shares owned by Starboard Delta LLC and (v) 2,697,272 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.2%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 6,615,000

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 6,615,000

(c)

Mr. Mitchell has not entered into any transactions in the Shares since the filing of Amendment No. 19 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his, her or its pecuniary interest therein.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1

Press Release, dated April 5, 2016.

CUSIP NO. 237194105

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 6, 2016

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

By: Starboard Value LP,

its investment manager

STARBOARD VALUE AND OPPORTUNITY S LLC

By: Starboard Value LP,

its manager

STARBOARD VALUE AND OPPORTUNITY C LP

By: Starboard Value R LP

its general partner

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

its general partner

STARBOARD LEADERS DELTA LLC

By: Starboard Value A LP,

its managing member

STARBOARD LEADERS FUND LP

By: Starboard Value A LP

its general partner

STARBOARD VALUE A LP

By: Starboard Value A GP LLC,

its general partner

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

STARBOARD PRINCIPAL CO GP LLC

STARBOARD VALUE A GP LLC

STARBOARD VALUE R GP LLC

By:	/s/ Jeffrey C. Smith
	Name:	Jeffrey C. Smith
	Title:	Authorized Signatory

/s/ Jeffrey C. Smith

JEFFREY C. SMITH

Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld

CUSIP NO. 237194105

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 19 to the Schedule 13D

Shares of Common Stock

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

(44)	67.9500	03/16/2016
(8,486)	67.9551	03/17/2016
(5,388)	67.9508	03/18/2016

STARBOARD VALUE AND OPPORTUNITY S LLC

(10)	67.9500	03/16/2016
(1,941)	67.9551	03/17/2016
(1,232)	67.9508	03/18/2016

STARBOARD VALUE AND OPPORTUNITY C LP

(5)	67.9500	03/16/2016
(1,064)	67.9551	03/17/2016
(675)	67.9508	03/18/2016

STARBOARD LEADERS DELTA LLC

(60)	67.9500	03/16/2016
(11,570)	67.9551	03/17/2016
(7,345)	67.9508	03/18/2016

STARBOARD VALUE LP

(Through the Starboard Value LP Accounts)

(82)	67.9500	03/16/2016
(15,877)	67.9551	03/17/2016
(10,080)	67.9508	03/18/2016

EX-99.1 2 ex991to13da2006297125_040616.htm PRESS RELEASE, DATED APRIL 5, 2016 ex991to13da2006297125_040616.htm

Exhibit 99.1

	Contact:
	(Analysts) Kevin Kalicak	(407) 245-5870
FOR RELEASE	(Media) Rich Jeffers	(407) 245-4189

DARDEN ANNOUNCES RESIGNATION OF JEFFREY C. SMITH FROM BOARD OF DIRECTORS;

CHARLES M. SONSTEBY ELECTED CHAIRMAN

ORLANDO, Fla. (April 5, 2016) – Darden Restaurants, Inc. (NYSE: DRI) today announced that Jeffrey (Jeff) C. Smith has resigned from its Board of Directors effective April 4, 2016. Mr. Smith had served on the Board of Directors and as the Company’s Chairman of the Board since October 2014. With the announcement of Mr. Smith’s departure, the Board unanimously elected Charles (Chuck) M. Sonsteby, a current independent director, as Chairman. The Company now has ten directors.

“It is with mixed emotion that I leave the Board of Directors,” said Smith. “I will thoroughly miss working with the capable and talented people throughout the Company and I am so incredibly proud of what we have been able to accomplish together. I am able to move on to other projects at this time because of the outstanding chemistry and capabilities of both the Board and management. While I am sorry to leave my friends at Darden, I am fully confident in Gene’s terrific leadership and execution and I know that Chuck will be an outstanding Chairman. Once again, thank you to the Board, to Gene and to the Darden family for allowing us to grow and achieve together.”

Mr. Sonsteby was named a director of the Company in October 2014 and has served as Chair of the Nominating and Governance Committee since 2015. He is currently the Chief Administrative Officer and Chief Financial Officer of The Michaels Companies, Inc. Prior to joining Michaels, Mr. Sonsteby served in various capacities at Brinker International, Inc. beginning in March 1990, including as Executive Vice President and Chief Financial Officer from 2001 until 2010.

“I am humbled by the opportunity to chair the Board of Directors of this great company,” said Sonsteby. “I look forward to leading this strong Board of talented directors and partnering with Gene and his team to continue to deliver value for all of our stakeholders. I would like to thank Jeff for his terrific leadership and extraordinary efforts and wish him well with his other endeavors.”

In regards to these announcements, Darden Chief Executive Officer and member of the Board of Directors, Eugene (Gene) I. Lee, Jr. said, “On behalf of Darden’s Board of Directors and management team, I would like to thank Jeff for the outstanding leadership he has provided the Company during his tenure as Chairman. With his vision, efforts and constructive attitude, we formed a strong partnership, helping Darden accomplish a number of extraordinary feats over the last 18 months, including regaining our position as a leader in full-service dining, re-establishing a guest and employee-focused culture of excellence, and completing the spinoff of Four Corners Property Trust. I look forward to working with Chuck in his new capacity as Chairman. He is a proven leader with extensive industry experience, which makes him uniquely qualified to lead the Board at this time.”

About Darden

Darden Restaurants, Inc., (NYSE: DRI) owns and operates more than 1,500 restaurants that generate $7.0 billion in annual sales. Headquartered in Orlando, Florida, and employing 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people. Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V’s and Yard House – reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com.

# # #

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