Madonna John W. Form 4 DARDEN RESTAURANTS / John W. Madonna ownership change

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^*

Madonna John W.

(Last) (First) (Middle)

1000 DARDEN CENTER DRIVE

(Street)

ORLANDO FL 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)
SVP, Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2018

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								1,405.77	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units (FY16)(1)	(2)	06/19/2018		A		867(3)		(4)	07/29/2019	Common Stock	867	$0.0000	867	D
Performance Restricted Stock Units (FY16)(5)	(2)	06/19/2018		A		734.06(6)		(4)	07/29/2019	Common Stock	734.06	$0.0000	1,601.06	D

Explanation of Responses:

1. On July 29, 2015, the Reporting Person was awarded 578 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 29, 2015 through May 27, 2018. The number of PSUs awarded was adjusted in connection with the spin-off (the Spin-Off) of Four Corners Property Trust, Inc. (FCPT) from Darden Restaurants, Inc. (Darden) on November 9, 2015. The adjustment reflected the product of (i) the number of PSUs immediately prior to the Spin-Off and (ii) the ratio of (A) the pre-Spin-Off closing price on November 9, 2015 of Darden common stock (Darden Pre-Spin-Off Price) and (B) the difference between the Darden Pre-Spin-Off Price and the volume weighted average price of FCPT common stock trading on the NYSE on the trading day immediately following the distribution date (adjusted to reflect the Darden-to-FCPT pro rata share distribution ratio in the Spin-Off).

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

3. On June 19, 2018, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 867 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.

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

5. On July 29, 2015, the Reporting Person was awarded 578 target performance restricted stock units (PSUs) subject to the achievement of performance criteria (return on invested capital) from June 1, 2015 through May 27, 2018. The number of PSUs awarded was adjusted in connection with the spin-off (the Spin-Off) of Four Corners Property Trust, Inc. (FCPT) from Darden Restaurants, Inc. (Darden) on November 9, 2015. The adjustment reflected the product of (i) the number of PSUs immediately prior to the Spin-Off and (ii) the ratio of (A) the pre-Spin-Off closing price on November 9, 2015 of Darden common stock (Darden Pre-Spin-Off Price) and (B) the difference between the Darden Pre-Spin-Off Price and the volume weighted average price of FCPT common stock trading on the NYSE on the trading day immediately following the distribution date (adjusted to reflect the Darden-to-FCPT pro rata share distribution ratio in the Spin-Off).

6. On June 19, 2018, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 734.06 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.

	Anthony G. Morrow, Attorney-in-fact for Madonna, John W.	06/21/2018
	** Signature of Reporting Person	Date
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