SEC Form 4 · accession 0001225208-18-010841
DARDEN RESTAURANTS INC · DRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John W. Madonna
Officer — SVP, Corporate Controller
Period of report
Jun 19, 2018
Accepted (ET)
Jun 21, 2018 · 5:18 pm EDT
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 | holding | — | — | — | 1,406 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock Units (FY16)F1,F3,F2,F4 | — | Jun 19, 2018 | A | 867 | A | — | Jul 29, 2019 | Common Stock | 867 | 867 | D |
| Performance Restricted Stock Units (FY16)F5,F6,F2,F4 | — | Jun 19, 2018 | A | 734 | A | — | Jul 29, 2019 | Common Stock | 734 | 1,601 | D |
Explanation of responses
- F1On 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).
- F2Performance restricted stock units convert into common stock on a one-for-one basis.
- F3On 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.
- F4This grant vests in two equal annual installments beginning on July 29, 2018.
- F5On 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).
- F6On 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.