Darden Restaurants Inc (DRI): Chairman Jeffrey Smith Continues to Trim Stake

Page 23 of 27 SEC Filing

N.

Mr. Feld

(a)

As of the close of business on March 3, 2016, Mr. Feld directly owned 6,320 Shares. Mr. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 1,735,918 Shares owned by Starboard V&O Fund, (ii) 397,097 Shares owned by Starboard S LLC, (iii) 217,662 Shares owned by Starboard C LP, (iv) 2,366,584 Shares owned by Starboard Delta LLC and (v) 3,247,739 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 6.2%

(b)

1. Sole power to vote or direct vote: 6,320

2. Shared power to vote or direct vote: 7,965,000

3. Sole power to dispose or direct the disposition: 6,320

4. Shared power to dispose or direct the disposition: 7,965,000

(c)

Mr. Feld has not entered into any transactions in the Shares since the filing of Amendment No. 17 to the Schedule 13D.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 17 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

O.	Messrs. Smith and Mitchell

(a)

Each of Messrs. Smith and Mitchell, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 1,735,918 Shares owned by Starboard V&O Fund, (ii) 397,097 Shares owned by Starboard S LLC, (iii) 217,662 Shares owned by Starboard C LP, (iv) 2,366,584 Shares owned by Starboard Delta LLC and (v) 3,247,739 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 6.2%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 7,965,000

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 7,965,000

(c)

None of Messrs. Smith or Mitchell has entered into any transactions in the Shares since the filing of Amendment No. 17 to the Schedule 13D.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 17 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his, her or its pecuniary interest therein.

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