Form 4 DARDEN RESTAURANTS INC For: Jul 29 Filed by: LEE EUGENE I JR

August 2, 2021 3:52 PM EDT

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FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
LEE EUGENE I JR

(Last) (First) (Middle)
1000 DARDEN CENTER DRIVE

(Street)
ORLANDO FL 32837

(City) (State) (Zip)
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
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/29/2021
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock 07/29/2021   M   30,748 A $ 59.68 285,138 D  
Common Stock 07/29/2021   S (1)   30,748 D $ 150.176 (2) 254,390 D  
Common Stock 07/30/2021   M   29,177 A $ 0 (3) 283,567 D  
Common Stock 07/30/2021   F   11,482 D $ 150.23 272,085 D  
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 Securities Underlying Derivative Security (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: 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
Stock Option (Right to Buy) $ 59.68 07/29/2021   M     30,748   (4) 07/27/2026 Common Stock 30,748 $ 0 0 D  
Performance Restricted Stock Units (CEO) (5) (3) 07/30/2021   M     29,177 (6)   (7)   (7) Common Stock 29,177 $ 0 0 D  
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 5, 2021.
2. This transaction was executed in multiple trades at prices ranging from $150.00 to $150.63. 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.
3. Performance restricted stock units convert into common stock on a one-for-one basis.
4. This option vested in two equal annual installments beginning on July 27, 2019.
5. On June 29, 2017, the Reporting Person was awarded 81,735 target special performance restricted stock units (PSUs) that vest in three tranches subject to the achievement of performance criteria (achievement of three-year, four-year and five-year EBITDA targets). 26.7% vested on May 31, 2020, 33.3% vested on May 30, 2021 and the remaining 40% will vest on May 29, 2022.
6. Includes 1,959 additional shares delivered as dividend equivalents upon settlement pursuant to the terms of the applicable award agreement.
7. Earned PSUs settled into common stock on the fifth business day following the Chief Financial Officer's certification of the Company's achievement of the performance goal for the applicable performance period.
Anthony G. Morrow, Attorney-in-fact for Lee, Eugene I. Jr. 08/02/2021
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.


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