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

Page 23 of 26 – SEC Filing

N.

Mr. Smith

(a)

As of the close of business on April 6, 2016, Mr. Smith beneficially owned 9,475 Shares. Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, 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: 9,475

2. Shared power to vote or direct vote: 6,615,000

3. Sole power to dispose or direct the disposition: 9,475

4. Shared power to dispose or direct the disposition: 6,615,000

(c)

Mr. Smith 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 each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

O.

Mr. Feld

(a)

As of the close of business on April 6, 2016, Mr. Feld beneficially owned 6,320 Shares. Mr. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, 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: 6,320

2. Shared power to vote or direct vote: 6,615,000

3. Sole power to dispose or direct the disposition: 6,320

4. Shared power to dispose or direct the disposition: 6,615,000

(c)

Mr. Feld 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 each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

P.	Mr. Mitchell

(a)

Mr. Mitchell, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, 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: 0

2. Shared power to vote or direct vote: 6,615,000

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 6,615,000

(c)

Mr. Mitchell 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 each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts 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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