SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
05/26/2019

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)	4. Transaction Code (Instr. 8)	(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 (FY16)	⁽¹⁾						⁽²⁾	07/29/2019	Common Stock	2,892		2,892	D
Restricted Stock Units	⁽¹⁾						01/24/2021	01/24/2021	Common Stock	2,237		2,237	D
Restricted Stock Units	⁽¹⁾						07/26/2020	07/26/2020	Common Stock	967		967	D
Restricted Stock Units (FY19 Annual Grant)	⁽¹⁾						07/25/2021	07/25/2021	Common Stock	1,824		1,824	D
Stock Option (Right to Buy)	$39.53						⁽³⁾	07/23/2024	Common Stock	16,139		16,139⁽⁴⁾	D
Stock Option (Right to Buy)	$42.99						⁽⁵⁾	07/24/2023	Common Stock	18,790		18,790	D
Stock Option (Right to Buy)	$43.58						⁽⁶⁾	07/25/2022	Common Stock	16,198		16,198	D
Stock Option (Right to Buy)	$59.68						⁽⁷⁾	07/27/2026	Common Stock	10,837		10,837	D
Stock Option (Right to Buy)	$65.02						⁽⁸⁾	07/29/2025	Common Stock	6,686		6,686⁽⁹⁾	D
Stock Option (Right to Buy)	$85.83						⁽¹⁰⁾	07/26/2027	Common Stock	5,371		5,371	D
Stock Option (Right to Buy)	$107.05						⁽¹¹⁾	07/25/2028	Common Stock	11,048		11,048	D

Explanation of Responses:

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

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

3. This option vests in two equal annual installments beginning July 23, 2017.

4. On 7/23/18, the reporting person exercised and sold 4,127 stock options pursuant to a domestic relations order.

5. This option vested in two equal annual installments beginning July 24, 2016.

6. This option vested in two equal annual installments beginning July 25, 2015.

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

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

9. On 7/30/18, the reporting person exercised and sold 2,228 stock options pursuant to a domestic relations order.

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

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

	Jessica P. Lange, Attorney-in-fact for Kiernan, Daniel J.	07/10/2019
	** 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 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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