Sec Form 3 Filing - Connelly Susan M. @ DARDEN RESTAURANTS INC - 2019-07-08

FORM 3 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 Connelly Susan M. 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) SVP, Chief Comm & PA Officer (Last) (First) (Middle) 1000 DARDEN CENTER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/08/2019 (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 1,959.892 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 (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 (FY16) ( 1 ) ( 3 ) ( 2 ) 07/29/2019 Common Stock 803.3 D Performance Restricted Stock Units (FY17) ( 4 ) ( 3 ) ( 5 ) 07/27/2020 Common Stock 2,466 D Phantom Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 167.5852 ( 7 ) D Restricted Stock Units ( 8 ) 08/26/2019 08/26/2019 Common Stock 414 D Restricted Stock Units (DSU) ( 10 ) ( 9 ) 07/23/2019 Common Stock 458 D Restricted Stock Units (FY18 Annual Grant) ( 8 ) 07/26/2020 07/26/2020 Common Stock 691 D Restricted Stock Units (FY19 Annual Grant) ( 8 ) 07/25/2021 07/25/2021 Common Stock 782 D Stock Option (Right to Buy) $ 59.68 ( 11 ) 07/27/2026 Common Stock 5,109 D Stock Option (Right to Buy) $ 65.02 ( 12 ) 07/29/2025 Common Stock 2,674 D Stock Option (Right to Buy) $ 85.83 ( 13 ) 07/26/2027 Common Stock 3,836 D Stock Option (Right to Buy) $ 107.05 ( 14 ) 07/25/2028 Common Stock 4,735 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Connelly Susan M. 1000 DARDEN CENTER DRIVE ORLANDO, FL32837 SVP, Chief Comm & PA Officer Signatures Jessica P. Lange, Attorney-in-fact for Connelly, Susan M. 07/17/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 435 performance restricted stock units (PSUs) awarded July 29, 2015 and earned June 19, 2018 as a result of the achievement of performance criteria (relative total shareholder return as compared to a selected comparison group) from July 29, 2015 through May 27, 2018, and 368.30 performance restricted stock units (PSUs) awarded July 29, 2015 and earned June 19, 2018 as a result of the achievement of performance criteria (return on invested capital) from June 1, 2015 through May 27, 2018. ( 2 )This grant vests in two equal annual installments beginning on July 29, 2018. ( 3 )Performance restricted stock units convert into common stock on a one-for-one basis. ( 4 )Represents 1233 performance restricted stock units (PSUs) awarded July 27, 2016 and earned June 18, 2019 as a result of the achievement of performance criteria (relative total shareholder return as compared to a selected comparison group) from July 27, 2016 through May 26, 2019, and 1233 performance restricted stock units (PSUs) awarded July 27, 2016 and earned June 18, 2019 as a result of the achievement of performance criteria (r eturn on invested capital) from May 30, 2016 through May 26, 2019. ( 5 )This grant vests in two equal annual installments beginning on July 27, 2019. ( 6 )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. ( 7 )Includes phantom stock acquired under the Darden Restaurants, Inc. FlexComp Plan based on information provided by the plan administrator as of June 30, 2019. ( 8 )Restricted stock units convert into common stock on a one-for-one basis. ( 9 )Vests in two equal annual installments beginning on July 23, 2018. ( 10 )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. ( 11 )This option vests in two equal annual installments beginning on July 27, 2019. ( 12 )This option vests in two equal annual installments beginning on July 29, 2018. ( 13 )This option vests in two equal annual installments beginning on July 26, 2020. ( 14 )This option vests in two equal annual installments beginning on July 25, 2021.

Remarks: connellypoa.txt

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