SEC Form 4 · accession 0000921895-16-003505

DARDEN RESTAURANTS INC · DRI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jeffrey C Smith

Director

Period of report

Feb 22, 2016

Accepted (ET)

Feb 24, 2016 · 8:35 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000940944

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Feb 22, 2016	S	61,163	$62.1269	D	3,737,041	I	By Managed Accounts of Starboard Value LP
Common Stock^F2	Feb 22, 2016	S	44,569	$62.1269	D	2,723,134	I	By Starboard Leaders Delta LLC
Common Stock^F3	Feb 22, 2016	S	4,099	$62.1269	D	250,454	I	By Starboard Value and Opportunity C LP
Common Stock^F4	Feb 22, 2016	S	32,691	$62.1269	D	1,997,449	I	By Starboard Value and Opportunity Master Fund Ltd
Common Stock^F5	Feb 22, 2016	S	7,478	$62.1269	D	456,922	I	By Starboard Value and Opportunity S LLC
Common Stock^F1	Feb 22, 2016	S	5,790	$62.3941	D	3,731,251	I	By Managed Accounts of Starboard Value LP
Common Stock^F2	Feb 22, 2016	S	4,219	$62.3941	D	2,718,915	I	By Starboard Leaders Delta LLC
Common Stock^F3	Feb 22, 2016	S	388	$62.3941	D	250,066	I	By Starboard Value and Opportunity C LP
Common Stock^F4	Feb 22, 2016	S	3,095	$62.3941	D	1,994,354	I	By Starboard Value and Opportunity Master Fund Ltd
Common Stock^F5	Feb 22, 2016	S	708	$62.3941	D	456,214	I	By Starboard Value and Opportunity S LLC
Common Stock^F1	Feb 23, 2016	S	35,854	$62.8629	D	3,695,397	I	By Managed Accounts of Starboard Value LP
Common Stock^F2	Feb 23, 2016	S	26,127	$62.8629	D	2,692,788	I	By Starboard Leaders Delta LLC
Common Stock^F3	Feb 23, 2016	S	2,403	$62.8629	D	247,663	I	By Starboard Value and Opportunity C LP
Common Stock^F4	Feb 23, 2016	S	19,164	$62.8629	D	1,975,190	I	By Starboard Value and Opportunity Master Fund Ltd
Common Stock^F5	Feb 23, 2016	S	4,384	$62.8629	D	451,830	I	By Starboard Value and Opportunity S LLC
Common Stock^F1	Feb 23, 2016	S	61,163	$62.8858	D	3,634,234	I	By Managed Accounts of Starboard Value LP
Common Stock^F2	Feb 23, 2016	S	44,569	$62.8858	D	2,648,219	I	By Starboard Leaders Delta LLC
Common Stock^F3	Feb 23, 2016	S	4,099	$62.8858	D	243,564	I	By Starboard Value and Opportunity C LP
Common Stock^F4	Feb 23, 2016	S	32,691	$62.8858	D	1,942,499	I	By Starboard Value and Opportunity Master Fund Ltd
Common Stock^F5	Feb 23, 2016	S	7,478	$62.8858	D	444,352	I	By Starboard Value and Opportunity S LLC
Common Stock^F1	Feb 23, 2016	S	38,230	$63.1595	D	3,596,004	I	By Managed Accounts of Starboard Value LP
Common Stock^F2	Feb 23, 2016	S	27,857	$63.1595	D	2,620,362	I	By Starboard Leaders Delta LLC
Common Stock^F3	Feb 23, 2016	S	2,562	$63.1595	D	241,002	I	By Starboard Value and Opportunity C LP
Common Stock^F4	Feb 23, 2016	S	20,433	$63.1595	D	1,922,066	I	By Starboard Value and Opportunity Master Fund Ltd
Common Stock^F5	Feb 23, 2016	S	4,674	$63.1595	D	439,678	I	By Starboard Value and Opportunity S LLC
Common Stock^F1	Feb 23, 2016	S	24,082	$63.5405	D	3,571,922	I	By Managed Accounts of Starboard Value LP
Common Stock^F2	Feb 23, 2016	S	17,548	$63.5405	D	2,602,814	I	By Starboard Leaders Delta LLC
Common Stock^F3	Feb 23, 2016	S	1,614	$63.5405	D	239,388	I	By Starboard Value and Opportunity C LP
Common Stock^F4	Feb 23, 2016	S	12,872	$63.5405	D	1,909,194	I	By Starboard Value and Opportunity Master Fund Ltd
Common Stock^F5	Feb 23, 2016	S	2,944	$63.5405	D	436,734	I	By Starboard Value and Opportunity S LLC

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Shares held in certain accounts managed by Starboard Value LP (the "Managed Accounts"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of Starboard Value LP, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares held in the Managed Accounts for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F2Shares owned directly by Starboard Leaders Delta LLC ("Starboard Delta LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Delta LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares owned directly by Starboard Delta LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F3Shares owned directly by Starboard Value and Opportunity C LP ("Starboard C LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares owned directly by Starboard C LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F4Shares owned directly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares owned directly by Starboard V&O Fund for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F5Shares owned directly by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares owned directly by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F6The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.