Edgar Filing: DARDEN RESTAURANTS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Smith Jeffrey C

2. Issuer Name and Ticker or Trading Symbol
DARDEN RESTAURANTS INC [DRI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2016

(Street)

NEW YORK, NY 10017

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/09/2016		S⁽⁶⁾		61,163	D	$ 66.6029	2,941,924	I	By Managed Accounts of Starboard Value LP ⁽¹⁾
Common Stock	03/09/2016		S⁽⁶⁾		44,568	D	$ 66.6029	2,143,743	I	By Starboard Leaders Delta LLC ⁽²⁾
Common Stock	03/09/2016		S⁽⁶⁾		4,099	D	$ 66.6029	197,167	I	By Starboard Value and Opportunity C LP ⁽³⁾
Common Stock	03/09/2016		S⁽⁶⁾		32,692	D	$ 66.6029	1,572,459	I	By Starboard Value and Opportunity Master Fund Ltd ⁽⁴⁾
Common Stock	03/09/2016		S⁽⁶⁾		7,478	D	$ 66.6029	359,707	I	By Starboard Value and Opportunity S LLC ⁽⁵⁾
Common Stock	03/09/2016		S⁽⁶⁾		61,163	D	$ 66.9619	2,880,761	I	By Managed Accounts of Starboard Value LP ⁽¹⁾
Common Stock	03/09/2016		S⁽⁶⁾		44,568	D	$ 66.9619	2,099,175	I	By Starboard Leaders Delta LLC ⁽²⁾
Common Stock	03/09/2016		S⁽⁶⁾		4,099	D	$ 66.9619	193,068	I	By Starboard Value and Opportunity C LP ⁽³⁾
Common Stock	03/09/2016		S⁽⁶⁾		32,692	D	$ 66.9619	1,539,767	I	By Starboard Value and Opportunity Master Fund Ltd ⁽⁴⁾
Common Stock	03/09/2016		S⁽⁶⁾		7,478	D	$ 66.9619	352,229	I	By Starboard Value and Opportunity S LLC ⁽⁵⁾
Common Stock	03/09/2016		S⁽⁶⁾		5,006	D	$ 67.4026	2,875,755	I	By Managed Accounts of Starboard Value LP ⁽¹⁾
Common Stock	03/09/2016		S⁽⁶⁾		3,647	D	$ 67.4026	2,095,528	I	By Starboard Leaders Delta LLC ⁽²⁾
Common Stock	03/09/2016		S⁽⁶⁾		335	D	$ 67.4026	192,733	I	By Starboard Value and Opportunity C LP ⁽³⁾
Common Stock	03/09/2016		S⁽⁶⁾		2,675	D	$ 67.4026	1,537,092	I	By Starboard Value and Opportunity Master Fund Ltd ⁽⁴⁾
Common Stock	03/09/2016		S⁽⁶⁾		612	D	$ 67.4026	351,617	I	By Starboard Value and Opportunity S LLC ⁽⁵⁾
Common Stock	03/09/2016		S⁽⁶⁾		1,345	D	$ 67.7093	2,874,410	I	By Managed Accounts of Starboard Value LP ⁽¹⁾
Common Stock	03/09/2016		S⁽⁶⁾		981	D	$ 67.7093	2,094,547	I	By Starboard Leaders Delta LLC ⁽²⁾
Common Stock	03/09/2016		S⁽⁶⁾		90	D	$ 67.7093	192,643	I	By Starboard Value and Opportunity C LP ⁽³⁾
Common Stock	03/09/2016		S⁽⁶⁾		719	D	$ 67.7093	1,536,373	I	By Starboard Value and Opportunity Master Fund Ltd ⁽⁴⁾
Common Stock	03/09/2016		S⁽⁶⁾		165	D	$ 67.7093	351,452	I	By Starboard Value and Opportunity S LLC ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Smith Jeffrey C 777 THIRD AVENUE, 18TH FLOOR NEW YORK, NY 10017	X

Signatures

/s/ Jeffrey C. Smith		03/09/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares 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.
(2)	Shares 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.
(3)	Shares 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.
(4)	Shares 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.
(5)	Shares 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.
(6)	The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.