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

Page 20 of 26 – SEC Filing

E.	Starboard R GP

(a)

Starboard R GP, as the general partner of Starboard R 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 GP 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.

F.	Starboard Delta LLC

(a)

As of the close of business on April 6, 2016, Starboard Delta LLC beneficially owned 1,965,468 Shares.

Percentage: Approximately 1.5%

(b)

1. Sole power to vote or direct vote: 1,965,468

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,965,468

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

(c)

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

G.	Starboard Leaders Fund

(a)

Starboard Leaders Fund, as a member of Starboard Delta LLC, may be deemed the beneficial owner of the 1,965,468 shares owned by Starboard Delta LLC.

Percentage: Approximately 1.5%

(b)

1. Sole power to vote or direct vote: 1,965,468

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,965,468

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

(c)

Starboard Leaders Fund 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 Delta LLC 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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