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SEC Form 4

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

OMB APPROVAL

OMB Number: 3235-0287 Estimated average burden hours per response: 0.5

  

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

  

Check this box to indicate that a transaction was made pursuant to a contract,
instruction or written plan for the purchase or sale of equity securities of the
issuer that is intended to satisfy the affirmative defense conditions of Rule
10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person*

Martin Melvin John

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(Last) (First) (Middle)

1000 DARDEN CENTER DRIVE

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(Street)

ORLANDO FL 32837

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(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)

Director 10% Owner X Officer (give title below) Other (specify below) President,
SRG

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2024 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
07/25/2024 S 2,500 D $141.0908 11,690.836(1) 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 Restricted Stock Units (FY25 Annual Grant) (2) 07/24/2024 A
2,614 07/24/2027 07/24/2027 Common Stock 2,614 $0.0000 2,614 D Stock Option
(Right to Buy) $139.43 07/24/2024 A 7,945 (3) 07/24/2034 Common Stock 7,945
$0.0000 7,945 D

Explanation of Responses: 1. Includes shares acquired pursuant to the Darden
Restaurants, Inc. Employee Stock Purchase Plan and dividend reinvestment feature
of the Plan. 2. Restricted stock units convert into common stock on a
one-for-one basis. 3. This option vests in two equal annual installments
beginning on July 24, 2027.

Anthony G. Morrow, Attorney-in-fact for Martin, Melvin John 07/26/2024 **
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.