SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kiernan Daniel J.

(Last)

(First)

(Middle)

1000 DARDEN CENTER DRIVE

(Street)

ORLANDO

32837

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Olive Garden

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								4,293.094	D
Common Stock								130.6494⁽¹⁾	I	By 401k and Spouse's 401k

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Stock Units (FY18)⁽²⁾	⁽³⁾	06/23/2020		A		1,935⁽⁴⁾		⁽⁵⁾	07/26/2021	Common Stock	1,935	$0.0000	1,935	D
Phantom Stock⁽⁶⁾	⁽⁷⁾	06/05/2020		J	V	95.3441		⁽⁷⁾	⁽⁷⁾	Common Stock	95.3441	$0.0000	95.3441⁽⁸⁾	I	By Spouse
Restricted Stock Units (DSU)	⁽⁹⁾	06/05/2020		J	V	126		⁽¹⁰⁾	07/24/2023	Common Stock	126	$0.0000	126⁽¹¹⁾	I	By Spouse
Restricted Stock Units (DSU)	⁽⁹⁾	06/05/2020		J	V	156		⁽¹²⁾	07/25/2022	Common Stock	156	$0.0000	156⁽¹¹⁾	I	By Spouse
Restricted Stock Units (DSU)	⁽⁹⁾	06/05/2020		J	V	77		⁽¹³⁾	07/26/2021	Common Stock	77	$0.0000	77⁽¹¹⁾	I	By Spouse
Restricted Stock Units (DSU)	⁽⁹⁾	06/05/2020		J	V	105		⁽¹⁴⁾	07/27/2021	Common Stock	105	$0.0000	105⁽¹¹⁾	I	By Spouse
Restricted Stock Units (DSU)	⁽⁹⁾	06/05/2020		J	V	59		⁽¹⁵⁾	07/29/2020	Common Stock	59	$0.0000	59⁽¹¹⁾	I	By Spouse

Explanation of Responses:

1. The reporting person acquired a reportable beneficial interest in 95.03 shares upon his marriage to the owner of the shares on June 5, 2020. The reporting person disclaims beneficial ownership of these shares.

2. On July 26, 2017, the Reporting Person was awarded 1,935 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 26, 2017 through May 31, 2020.

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

4. On June 23, 2020, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 1,935 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.

5. This grant vests in two equal annual installments beginning on July 26, 2020.

6. Includes phantom stock acquired under the Darden Restaurants, Inc. FlexComp Plan based on information provided by the plan administrator as of June 18, 2020.

7. 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.

8. The reporting person acquired a reportable beneficial interest in these shares upon his marriage to the owner of the shares on June 5, 2020. The reporting person disclaims beneficial ownership of these shares.

9. 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.

10. Vests in two equal annual installments beginning on July 24, 2022.

11. The reporting person acquired a reportable beneficial interest in these units upon his marriage to the owner of the units on June 5, 2020. The reporting person disclaims beneficial ownership of these units.

12. Vests in two equal annual installments beginning on July 25, 2021.

13. Vests in two equal annual installments beginning on July 26, 2020.

14. Vests in two equal annual installments beginning on July 27, 2020.

15. Vests in two equal annual installments beginning on July 29, 2019.

	Jessica P. Lange, Attorney-in-fact for Kiernan, Daniel J.	06/25/2020
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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