The following constitutes Amendment No. 11 to the Schedule 13D filed by the undersigned (“Amendment No. 11”). This Amendment No. 11 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 1,526,328 Shares beneficially owned by Starboard V&O Fund is approximately $75,887,469, excluding brokerage commissions. The aggregate purchase price of certain call options exercisable into 1,009,439 Shares beneficially owned by Starboard V&O Fund, as further described in Item 6 below, is approximately $40,530,733, excluding brokerage commissions. The aggregate purchase price of the 580,066 Shares beneficially owned by Starboard S LLC is approximately $28,306,543, excluding brokerage commissions. The aggregate purchase price of the 317,952 Shares beneficially owned by Starboard C LP is approximately $15,479,357, excluding brokerage commissions. The aggregate purchase price of the 1,272,025 Shares beneficially owned by Starboard Delta LLC is approximately $63,994,632, excluding brokerage commissions. The aggregate purchase price of the 4,744,190 Shares held in the Starboard Value LP Accounts is approximately $240,321,755, excluding brokerage commissions.
The Shares purchased by each of Messrs. Blum, Sonsteby, Mock, Miller, Fogarty, Lenehan, Nowell and Stillman and by each of Ms. Betsy Atkins, Ms. Shân Atkins and Misses Birch and Jamison, were purchased in the open market with personal funds. The aggregate purchase price of the 2,250 Shares owned directly by Mr. Blum is approximately $109,568, including brokerage commissions. The aggregate purchase price of the 3,000 Shares owned directly by Mr. Sonsteby is approximately $146,211.45, including brokerage commissions. The aggregate purchase price of the 1,318 Shares owned directly by Mr. Mock is approximately $64,541, including brokerage commissions. The aggregate purchase price of the 1,000 Shares owned directly by Mr. Miller is approximately $49,918, including brokerage commissions. The aggregate purchase price of the 200 Shares owned directly by Ms. Betsy Atkins is approximately $10,108, including brokerage commissions. The aggregate purchase price of the 150 Shares owned directly by Ms. Shân Atkins is approximately $7,545, including brokerage commissions. The aggregate purchase price of the 450 Shares owned directly by Ms. Birch is approximately $22,040.60, including brokerage commissions. The aggregate purchase price of the 1,990 Shares owned directly by Mr. Fogarty is approximately $99,639, excluding brokerage commissions. The aggregate purchase price of the 420 Shares owned directly by Ms. Jamison is approximately $20,435.35, excluding brokerage commissions. The aggregate purchase price of the 1,108 Shares owned directly by Mr. Lenehan is approximately $55,086, including brokerage commissions. The aggregate purchase price of the 400 Shares owned directly by Mr. Nowell is approximately $19,632.40, including brokerage commissions. The aggregate purchase price of the 100 Shares owned directly by Mr. Stillman is approximately $4,997, including brokerage commissions.
Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On July 15, 2014, Starboard Value LP (“Starboard”) delivered a letter to the Board of Directors (the “Board”) of the Issuer. In the letter, Starboard highlighted the need for a new direction and new leadership at the Issuer. Starboard condemned the Board for the recent value destruction at the Issuer, including the loss of $1 billion in market value relative to the Issuer’s peers since the sale of Red Lobster was announced, which could have easily been avoided had the Board paused and listened to its shareholders. Starboard stated in the letter that the sale of Red Lobster is the latest in a string of bad decisions by management and the Board that have led to the Issuer’s massive stock price underperformance relative to its peers over the past five years. Starboard concluded the letter by urging the Board to allow Starboard’s highly qualified slate of restaurant industry veterans, real estate experts, and corporate governance stewards to begin to take Darden in a new and dramatically improved direction without unnecessary delay. The full text of the letter 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 132,290,825 Shares outstanding, as of April 27, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Preliminary Proxy Statement on Form PREC14A filed with the Securities and Exchange Commission on May 30, 2014.
| (a) | As of the close of business on July 15, 2014, Starboard V&O Fund beneficially owned 2,535,767 Shares, including 1,009,439 Shares underlying certain call options. |
Percentage: Approximately 1.9%
| (b) | 1. Sole power to vote or direct vote: 2,535,767 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 2,535,767 |
| 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. 10 to the Schedule 13D are set forth on Schedule A and are incorporated by reference herein. |
| (a) | As of the close of business on July 15, 2014, Starboard S LLC beneficially owned 580,066 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 580,066 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 580,066 |
| 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. 10 to the Schedule 13D are set forth on Schedule A and are incorporated by reference herein. |
| (a) | As of the close of business on July 15, 2014, Starboard C LP beneficially owned 317,952 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 317,952 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 317,952 |
| 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. 10 to the Schedule 13D are set forth on Schedule A and are incorporated by reference herein. |
| (a) | Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 317,952 shares owned by Starboard C LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 317,952 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 317,952 |
| 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. 10 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 10 to the Schedule 13D are set forth on Schedule A and are incorporated by reference herein. |
| (a) | Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 317,952 shares owned by Starboard C LP. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 317,952 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 317,952 |
| 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. 10 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 10 to the Schedule 13D are set forth on Schedule A and are incorporated by reference herein. |
| (a) | As of the close of business on July 15, 2014, Starboard Delta LLC beneficially owned 1,272,025 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,272,025 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,272,025 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Starboard Delta LLC has not entered into any transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D. |
| (a) | Starboard Leaders Fund, as a member of Starboard Delta LLC, may be deemed the beneficial owner of the 1,272,025 shares owned by Starboard Delta LLC. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,272,025 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,272,025 |
| 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. 10 to the Schedule 13D. |
| (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 1,272,025 shares owned by Starboard Delta LLC. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,272,025 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,272,025 |
| 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. 10 to the Schedule 13D. |
| (a) | Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the 1,272,025 shares owned by Starboard Delta LLC. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,272,025 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,272,025 |
| 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. 10 to the Schedule 13D. |
| (a) | As of the close of business on July 15, 2014, 4,744,190Shares 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) 2,535,767 Shares owned by Starboard V&O Fund, (ii) 580,066 Shares owned by Starboard S LLC, (iii) 317,952 Shares owned by Starboard C LP, (iv) 1,272,025 Shares owned by Starboard Delta LLC and (v) 4,744,190 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 7.1%
| (b) | 1. Sole power to vote or direct vote: 9,450,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 9,450,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | 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 and Starboard C LP since the filing of Amendment No. 10 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 2,535,767 Shares owned by Starboard V&O Fund, (ii) 580,066 Shares owned by Starboard S LLC, (iii) 317,952 Shares owned by Starboard C LP, (iv) 1,272,025 Shares owned by Starboard Delta LLC and (v) 4,744,190 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 7.1%
| (b) | 1. Sole power to vote or direct vote: 9,450,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 9,450,000 |
| 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. 10 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and through the Starboard Value LP Accounts since the filing of Amendment No. 10 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 2,535,767 Shares owned by Starboard V&O Fund, (ii) 580,066 Shares owned by Starboard S LLC, (iii) 317,952 Shares owned by Starboard C LP, (iv) 1,272,025 Shares owned by Starboard Delta LLC and (v) 4,744,190 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 7.1%
| (b) | 1. Sole power to vote or direct vote: 9,450,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 9,450,000 |
| 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. 10 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and through the Starboard Value LP Accounts since the filing of Amendment No. 10 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 2,535,767 Shares owned by Starboard V&O Fund, (ii) 580,066 Shares owned by Starboard S LLC, (iii) 317,952 Shares owned by Starboard C LP, (iv) 1,272,025 Shares owned by Starboard Delta LLC and (v) 4,744,190 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 7.1%
| (b) | 1. Sole power to vote or direct vote: 9,450,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 9,450,000 |
| 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. 10 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and through the Starboard Value LP Accounts since the filing of Amendment No. 10 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
N. | Messrs. Smith, Mitchell and Feld |
| (a) | Each of Messrs. Smith, Mitchell and 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) 2,535,767 Shares owned by Starboard V&O Fund, (ii) 580,066 Shares owned by Starboard S LLC, (iii) 317,952 Shares owned by Starboard C LP, (iv) 1,272,025 Shares owned by Starboard Delta LLC and (v) 4,744,190 Shares held in the Starboard Value LP Accounts. |
Percentage: Approximately 7.1%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 9,450,000 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 9,450,000 |
| (c) | None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and through the Starboard Value LP Accounts since the filing of Amendment No. 10 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on July 15, 2014, Mr. Blum directly owned 2,250 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 2,250 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 2,250 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Mr. Blum since the filing of Amendment No. 10 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on July 15, 2014, Mr. Sonsteby directly owned 3,000 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 3,00 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 3,00 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Mr. Sonsteby since the filing of Amendment No. 10 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on July 15, 2014, Mr. Mock directly owned 1,318 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,318 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,318 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Mock has not entered into any transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D. |
| (a) | As of the close of business on July 15, 2014, Mr. Miller directly owned 1,000 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,000 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,000 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Miller has not entered into any transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D. |
| (a) | As of the close of business on July 15, 2014, Ms. Betsy Atkins directly owned 200 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 200 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 200 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Ms. Atkins has not entered into any transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D. |
| (a) | As of the close of business on July 15, 2014, Ms. Shân Atkins directly owned 150 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 150 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 150 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Ms. Atkins has not entered into any transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D. |
| (a) | As of the close of business on July 15, 2014, Ms. Birch directly owned 450 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 450 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 450 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Ms. Birch since the filing of Amendment No. 10 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
V. Mr. Fogarty
| (a) | As of the close of business on July 15, 2014, Mr. Fogarty directly owned 1,990 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,990 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,990 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Fogarty has not entered into any transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D. |
| (a) | As of the close of business on July 15, 2014, Ms. Jamison directly owned 420 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 420 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 420 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Ms. Jamison since the filing of Amendment No. 10 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on July 15, 2014, Mr. Lenehan directly owned 1,108 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,108 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 1,108 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Lenehan has not entered into any transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D. |
Y. Mr. Nowell
| (a) | As of the close of business on July 15, 2014, Mr. Nowell directly owned 400 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 400 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 400 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Mr. Nowell since the filing of Amendment No. 10 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on July 15, 2014, Mr. Stillman directly owned 100 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 100 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 100 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Stillman has not entered into any transactions in the Shares since the filing of Amendment No. 10 to the Schedule 13D. |
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 | Letter to the Board of Directors of the Issuer, dated July 15, 2014. |