Kiernan Daniel J. Form 4 DARDEN RESTAURANTS / Daniel J. Kiernan 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^*

Kiernan Daniel J.

(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)
President, Olive Garden

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2022

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	07/24/2022		M		1,889	A	$0(1)	14,367.094	D
Common Stock	07/24/2022		M		1,077	A	$0(2)	15,444.094	D
Common Stock	07/24/2022		F		263	D	$121.35	15,181.094	D
Common Stock	07/24/2022		F		460	D	$121.35	14,721.094	D
Common Stock	07/24/2022		M		63	A	$0(3)	63	I	By Spouse
Common Stock	07/24/2022		D		63	D	$121.36	0.0000	I	By Spouse
Common Stock								134.8554(4)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units (FY20)	(2)	07/24/2022		M			1,077	(5)	07/24/2023	Common Stock	1,077	$0.0000	1,077	D
Restricted Stock Units (FY20 Annual Grant)	(1)	07/24/2022		M			1,889	07/24/2022	07/24/2022	Common Stock	1,889	$0.0000	0.0000	D
Restricted Stock Units (DSU)	(3)	07/24/2022		M			63	(6)	07/24/2023	Common Stock	63	$0.0000	63(7)	I	By Spouse

Explanation of Responses:

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

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

3. 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.

4. Represents holdings in the unitized Darden stock fund under the company's 401k plan for both the reporting person and the reporting person's spouse as of plan statements dated June 30, 2022. 97.3377 shares are owned by the reporting person's spouse's 401k. The reporting person disclaims beneficial ownership of these shares.

5. This grant vests in two equal annual installments beginning on July 24, 2022.

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

7. The reporting person disclaims beneficial ownership of these units.

	Jessica P. Lange, Attorney-in-fact for Kiernan, Daniel J.	07/26/2022
	** 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).
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