Sec Form 4 Filing - Kiernan Daniel J. @ DARDEN RESTAURANTS INC - 2020-06-23

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 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

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1. Name and Address of Reporting Person Kiernan Daniel J. 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 (Last) (First) (Middle) 1000 DARDEN CENTER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 06/23/2020 (Street) ORLANDO, FL32837 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 4,293.094 D Common Stock 130.6494 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Restricted Stock Units (FY18) ( 2 ) ( 3 ) 06/23/2020 A 1,935 ( 4 ) ( 5 ) 07/26/2021 Common Stock 1,935 $ 0 1,935 D Phantom Stock ( 6 ) ( 7 ) 06/05/2020 J V 95.3441 ( 7 ) ( 7 ) Common Stock 95.3441 $ 0 95.3441 ( 8 ) I By Spouse Restricted Stock Units (DSU) ( 9 ) 06/05/2020 J V 126 ( 10 ) 07/24/2023 Common Stock 126 $ 0 126 ( 11 ) I By Spouse Restricted Stock Units (DSU) ( 9 ) 06/05/2020 J V 156 ( 12 ) 07/25/2022 Common Stock 156 $ 0 156 ( 11 ) I By Spouse Restricted Stock Units (DSU) ( 9 ) 06/05/2020 J V 77 ( 13 ) 07/26/2021 Common Stock 77 $ 0 77 ( 11 ) I By Spouse Restricted Stock Units (DSU) ( 9 ) 06/05/2020 J V 105 ( 14 ) 07/27/2021 Common Stock 105 $ 0 105 ( 11 ) I By Spouse Restricted Stock Units (DSU) ( 9 ) 06/05/2020 J V 59 ( 15 ) 07/29/2020 Common Stock 59 $ 0 59 ( 11 ) I By Spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kiernan Daniel J. 1000 DARDEN CENTER DRIVE ORLANDO, FL32837 President, Olive Garden Signatures Jessica P. Lange, Attorney-in-fact for Kiernan, Daniel J. 06/25/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person acquired a reportable beneficial interest in 95.03 shares upon his marriage to the owner of the shares on June 5, 2020. The reporting person disclaims beneficial ownership of these shares. ( 2 )On July 26, 2017, the Reporting Person was awarded 1,935 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 26, 2017 through May 31, 2020. ( 3 )Performance restricted stock units convert into common stock on a one-for-one basis. ( 4 )On June 23, 2020, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 1,935 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. ( 5 )This grant vests in two equal annual installments beginning on July 26, 2020. ( 6 )Includes phantom stock acquired under the Darden Restaurants, Inc. FlexComp Plan based on information provided by the plan administrator as of June 18, 2020. ( 7 )Each share of phantom stock is the economic equivalent of one share of DRI common stock. The share of phantom stock becomes payable in cash upon settlement. ( 8 )The reporting person acquired a reportable beneficial interest in these shares upon his marriage to the owner of the shares on June 5, 2020. The reporting person disclaims beneficial ownership of these shares. ( 9 )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. ( 10 )Vests in two equal annual installments beginning on July 24, 2022. ( 11 )The reporting person acquired a reportable beneficial interest in these units upon his marriage to the owner of the units on June 5, 2020. The reporting person disclaims beneficial ownership of these units. ( 12 )Vests in two equal annual installments beginning on July 25, 2021. ( 13 )Vests in two equal annual installments beginning on July 26, 2020. ( 14 )Vests in two equal annual installments beginning on July 27, 2020. ( 15 )Vests in two equal annual installments beginning on July 29, 2019.

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).

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