Page 18 of 26 – SEC Filing The following constitutes Amendment No. 20 to the Schedule 13D filed by the undersigned (“Amendment No. 20”). This Amendment No. 20 amends the Schedule 13D as specifically set forth herein. Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated to read as follows: The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and held in the Starboard Value LP Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,441,694 Shares beneficially owned by Starboard V&O Fund is approximately $60,640,183, excluding brokerage commissions. The aggregate purchase price of the 329,794 Shares beneficially owned by Starboard S LLC is approximately $14,042,150, excluding brokerage commissions. The aggregate purchase price of the 180,772 Shares beneficially owned by Starboard C LP is approximately $ 7,630,898, excluding brokerage commissions. The aggregate purchase price of the 1,965,468 Shares beneficially owned by Starboard Delta LLC is approximately $81,762,215, excluding brokerage commissions. The aggregate purchase price of the 2,697,272 Shares held in the Starboard Value LP Accounts is approximately $122,256,992, excluding brokerage commissions. The 9,475 Shares beneficially owned by Mr. Smith were granted to Mr. Smith by the Issuer in his capacity as a director of the Issuer. The 6,320 Shares beneficially owned by Mr. Feld were granted to Mr. Feld by the Issuer in his capacity as a director of the Issuer. Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following: On April 4, 2016, Jeffrey C. Smith resigned from his position as Chairman and a member of the Board of Directors of the Issuer. A copy of the Issuer’s press release, dated April 5, 2016, announcing Mr. Smith’s resignation is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 5. Interest in Securities of the Issuer.
Items 5(a) – 5(c) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 128,236,458 Shares outstanding, as of December 15, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 6, 2016. A. Starboard V&O Fund
(a) As of the close of business on April 6, 2016, Starboard V&O Fund beneficially owned 1,441,694 Shares.
Percentage: Approximately 1.1% Follow Darden Restaurants Inc (NYSE:DRI)
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The following constitutes Amendment No. 20 to the Schedule 13D filed by the undersigned (“Amendment No. 20”). This Amendment No. 20 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and held in the Starboard Value LP Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,441,694 Shares beneficially owned by Starboard V&O Fund is approximately $60,640,183, excluding brokerage commissions. The aggregate purchase price of the 329,794 Shares beneficially owned by Starboard S LLC is approximately $14,042,150, excluding brokerage commissions. The aggregate purchase price of the 180,772 Shares beneficially owned by Starboard C LP is approximately $ 7,630,898, excluding brokerage commissions. The aggregate purchase price of the 1,965,468 Shares beneficially owned by Starboard Delta LLC is approximately $81,762,215, excluding brokerage commissions. The aggregate purchase price of the 2,697,272 Shares held in the Starboard Value LP Accounts is approximately $122,256,992, excluding brokerage commissions. The 9,475 Shares beneficially owned by Mr. Smith were granted to Mr. Smith by the Issuer in his capacity as a director of the Issuer. The 6,320 Shares beneficially owned by Mr. Feld were granted to Mr. Feld by the Issuer in his capacity as a director of the Issuer.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On April 4, 2016, Jeffrey C. Smith resigned from his position as Chairman and a member of the Board of Directors of the Issuer. A copy of the Issuer’s press release, dated April 5, 2016, announcing Mr. Smith’s resignation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – 5(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 128,236,458 Shares outstanding, as of December 15, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 6, 2016.
| A. | Starboard V&O Fund |
| | (a) | As of the close of business on April 6, 2016, Starboard V&O Fund beneficially owned 1,441,694 Shares. |
Percentage: Approximately 1.1%
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