Darden Restaurants Form 3 / Laura B Williamson ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Williamson Laura B

(Last)

(First)

(Middle)

1000 DARDEN CENTER DRIVE

(Street)

ORLANDO

32837

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/27/2024

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,043.668⁽¹⁾	D
Common Stock	881.6087	I	By 401k
Common Stock	5,337.144⁽¹⁾	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Restricted Stock Units (FY21)⁽²⁾	⁽³⁾	07/28/2024	Common Stock	1,010⁽⁴⁾	0.0000⁽⁵⁾	D
Restricted Stock Units (FY22 Annual Grant)	07/28/2024	07/28/2024	Common Stock	341	0.0000⁽⁶⁾	D
Restricted Stock Units (FY23 Annual Grant)	07/27/2025	07/27/2025	Common Stock	429	0.0000⁽⁶⁾	D
Restricted Stock Units (FY24 Annual Grant)	07/26/2026	07/26/2026	Common Stock	301	0.0000⁽⁶⁾	D
Stock Option (Right to Buy)	⁽⁷⁾	07/29/2030	Common Stock	2,714	78.84	D
Stock Option (Right to Buy)	⁽⁸⁾	07/26/2027	Common Stock	2,225	85.83	D
Stock Option (Right to Buy)	⁽⁹⁾	07/25/2028	Common Stock	2,289	107.05	D
Stock Option (Right to Buy)	⁽¹⁰⁾	07/27/2032	Common Stock	1,448	121.47	D
Stock Option (Right to Buy)	⁽¹¹⁾	07/24/2029	Common Stock	2,545	124.24	D
Stock Option (Right to Buy)	⁽¹²⁾	07/28/2031	Common Stock	1,212	148.2	D
Stock Option (Right to Buy)	⁽¹³⁾	07/26/2033	Common Stock	906	169.02	D
Performance Restricted Stock Units (FY21)⁽¹⁴⁾	⁽¹⁵⁾	07/29/2024	Common Stock	404⁽¹⁶⁾	0.0000⁽⁵⁾	I	By Spouse
Phantom Stock	⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	324.9589⁽¹⁸⁾	⁽¹⁷⁾	I	By Spouse
Restricted Stock Units (FY22 Annual Grant)	07/28/2024	07/28/2024	Common Stock	136	0.0000⁽⁶⁾	I	By Spouse
Restricted Stock Units (FY23 Annual Grant)	07/27/2025	07/27/2025	Common Stock	171	0.0000⁽⁶⁾	I	By Spouse
Restricted Stock Units (FY24 Annual Grant)	07/26/2026	07/26/2026	Common Stock	120	0.0000⁽⁶⁾	I	By Spouse
Stock Option (Right to Buy)	⁽⁷⁾	07/29/2030	Common Stock	1,086	78.84	I	By Spouse
Stock Option (Right to Buy)	⁽⁹⁾	07/25/2028	Common Stock	1,263	107.05	I	By Spouse
Stock Option (Right to Buy)	⁽¹⁰⁾	07/27/2032	Common Stock	579	121.47	I	By Spouse
Stock Option (Right to Buy)	⁽¹¹⁾	07/24/2029	Common Stock	1,018	124.24	I	By Spouse
Stock Option (Right to Buy)	⁽¹²⁾	07/28/2031	Common Stock	485	148.2	I	By Spouse
Stock Option (Right to Buy)	⁽¹³⁾	07/26/2033	Common Stock	363	169.02	I	By Spouse

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. On July 29, 2020, the Reporting Person was awarded 2,020 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, 2020 through May 28, 2023.

3. This option vests in two equal annual installments beginning on July 29, 2023.

4. On June 20, 2023, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 2,020 PSUs being earned in accordance with the provisions of the applicable award agreement.

5. Performance restricted stock units convert into common stock on a one-for-one basis.

6. Restricted stock units convert into common stock on a one-for-one basis.

7. This option vested in two equal annual installments beginning on July 29, 2023.

8. This option vested in two equal annual installments beginning on July 26, 2020.

9. This option vested in two equal annual installments beginning on July 25, 2021.

10. This option vests in two equal annual installments beginning on July 27, 2025.

11. This option vested in two equal annual installments beginning on July 24, 2022.

12. This option vests in two equal annual installments beginning on July 28, 2024.

13. This option vests in two equal annual installments beginning on July 26, 2026.

14. On July 29, 2020, the Reporting Person was awarded 808 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, 2020 through May 28, 2023.

15. This grant vests in two equal annual installments beginning on July 29, 2023.

16. On June 20, 2023, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 404 PSUs being earned in accordance with the provisions of the applicable award agreement.

17. 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.

18. Includes phantom stock acquired under the Darden Restaurants, Inc. FlexComp Plan based on information provided by the plan administrator as of May 27, 2024.

Remarks:

poawilliamson.txt

	Jessica P. Lange, Attorney-in-fact for Williamson, Laura B.	06/04/2024
	** 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 5 (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.

Darden Restaurants (DRI) Form 3DARDEN RESTAURANTS / Laura B Williamson ownership change