SEC Form 4 · accession 0001225208-15-022891
DARDEN RESTAURANTS INC · DRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David C George
Officer — President, Olive Garden
Period of report
Dec 22, 2015
Accepted (ET)
Dec 23, 2015 · 3:50 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 StockF1 | Dec 22, 2015 | M | 40,683 | $38.21 | A | 60,673 | D | |
| Common StockF1 | Dec 22, 2015 | M | 12,322 | $31.93 | A | 72,995 | D | |
| Common StockF2 | Dec 22, 2015 | S | 40,008 | $63.7844 | D | 32,987 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F1 | $31.93 | Dec 22, 2015 | M | 12,322 | D | Oct 1, 2007 | Feb 13, 2017 | Common Stock | 12,322 | 0 | D |
| Stock Option (Right to Buy)F1,F3 | $38.21 | Dec 22, 2015 | M | 40,683 | D | Oct 1, 2010 | Oct 1, 2017 | Common Stock | 40,683 | 0 | D |
Explanation of responses
- F1The number of stock options 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 adjustmentreflects the product of (i) the number of shares subject to the stock options award 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).
- F2This transaction was executed in multiple trades at prices ranging from $64.00 to $64.28. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
- F3This option vested in two equal annual installments beginning on the third anniversary of the grant.