Darden Restaurants Inc (DRI): Jeff Smith Exits Successful Activist Campaign; Starboard Trims Stake

Page 19 of 26 – SEC Filing

(b)

1. Sole power to vote or direct vote: 1,441,694

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,441,694

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard V&O Fund since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

B.	Starboard S LLC

(a)

As of the close of business on April 6, 2016, Starboard S LLC beneficially owned 329,794 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 329,794

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 329,794

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard S LLC since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

C.	Starboard C LP

(a)

As of the close of business on April 6, 2016, Starboard C LP beneficially owned 180,772 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 180,772

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 180,772

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard C LP since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

D.	Starboard R LP

(a)

Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 180,772 shares owned by Starboard C LP.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 180,772

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 180,772

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard R LP has not entered into any transactions in the Shares since the filing of Amendment No. 19 to the Schedule 13D.  The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

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