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

Page 21 of 26 – SEC Filing

H.	Starboard A LP

(a)

Starboard A LP, as the general partner of Starboard Leaders Fund and the managing 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 A 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 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.

I.	Starboard A GP

(a)

Starboard A GP, as the general partner of Starboard A LP, 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 A 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 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.

J.	Starboard Value LP

(a)

As of the close of business on April 6, 2016, 2,697,272 Shares were held in the Starboard Value LP Accounts.  Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Delta LLC and the Starboard Value LP Accounts and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 1,441,694 Shares owned by Starboard V&O Fund, (ii) 329,794 Shares owned by Starboard S LLC, (iii) 180,772 Shares owned by Starboard C LP, (iv) 1,965,468 Shares owned by Starboard Delta LLC and (v) 2,697,272 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.2%

(b)

1. Sole power to vote or direct vote: 6,615,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 6,615,000

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

(c)

Starboard Value 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 by Starboard Value LP through the Starboard Value LP Accounts and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and 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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