UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 4) 1

Darden Restaurants, Inc.
(Name of Issuer)

Common Stock , no par value per share
(Title of Class of Securities)

237194105
(CUSIP Number)
 
JEFFREY C. SMITH
STARBOARD VALUE LP
830 Third Avenue, 3rd Floor
New York, New York 10022
(212) 845-7977

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55 th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 24, 2014
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .

Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.   See § 240.13d-7 for other parties to whom copies are to be sent.

_______________
1               The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

 

CUSIP NO. 237194105
 
1	NAME OF REPORTING PERSON
 
STARBOARD VALUE LP	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
OO	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	 ¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
7,250,000	
	8	SHARED VOTING POWER
 
- 0 -	
	9	SOLE DISPOSITIVE POWER
 
7,250,000	
	10	SHARED DISPOSITIVE POWER
 
- 0 -	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,250,000	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.5%	
14	TYPE OF REPORTING PERSON
 
PN	

2

CUSIP NO. 237194105
 
1	NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
WC	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	 ¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
1,161,790	
	8	SHARED VOTING POWER
 
- 0 -	
	9	SOLE DISPOSITIVE POWER
 
1,161,790	
	10	SHARED DISPOSITIVE POWER
 
- 0 -	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,161,790	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%	
14	TYPE OF REPORTING PERSON
 
CO	

3

CUSIP NO. 237194105
 
1	NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY S LLC	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
WC	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	 ¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
281,286	
	8	SHARED VOTING POWER
 
- 0 -	
	9	SOLE DISPOSITIVE POWER
 
281,286	
	10	SHARED DISPOSITIVE POWER
 
- 0 -	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
281,286	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%	
14	TYPE OF REPORTING PERSON
 
OO	

4

CUSIP NO. 237194105
 
1	NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY C LP	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
WC	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	 ¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
172,625	
	8	SHARED VOTING POWER
 
- 0 -	
	9	SOLE DISPOSITIVE POWER
 
172,625	
	10	SHARED DISPOSITIVE POWER
 
- 0 -	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
172,625	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%	
14	TYPE OF REPORTING PERSON
 
PN	

5

CUSIP NO. 237194105
 
1	NAME OF REPORTING PERSON
 
STARBOARD VALUE R LP	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
OO	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	 ¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
172,625	
	8	SHARED VOTING POWER
 
- 0 -	
	9	SOLE DISPOSITIVE POWER
 
172,625	
	10	SHARED DISPOSITIVE POWER
 
- 0 -	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
172,625	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%	
14	TYPE OF REPORTING PERSON
 
PN	

6

CUSIP NO. 237194105
 
1	NAME OF REPORTING PERSON
 
STARBOARD VALUE R GP LLC	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
OO	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	 ¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
172,625	
	8	SHARED VOTING POWER
 
- 0 -	
	9	SOLE DISPOSITIVE POWER
 
172,625	
	10	SHARED DISPOSITIVE POWER
 
- 0 -	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
172,625	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%	
14	TYPE OF REPORTING PERSON
 
OO	

7

CUSIP NO. 237194105
 
1	NAME OF REPORTING PERSON
 
STARBOARD LEADERS DELTA LLC	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
WC	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	 ¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
1,272,025	
	8	SHARED VOTING POWER
 
- 0 -	
	9	SOLE DISPOSITIVE POWER
 
1,272,025	
	10	SHARED DISPOSITIVE POWER
 
- 0 -	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,272,025	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%	
14	TYPE OF REPORTING PERSON
 
OO	

8

CUSIP NO. 237194105
 
1	NAME OF REPORTING PERSON
 
STARBOARD LEADERS FUND LP	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
OO	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	 ¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
1,272,025	
	8	SHARED VOTING POWER
 
- 0 -	
	9	SOLE DISPOSITIVE POWER
 
1,272,025	
	10	SHARED DISPOSITIVE POWER
 
- 0 -	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,272,025	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%	
14	TYPE OF REPORTING PERSON
 
PN	

9

CUSIP NO. 237194105
 
1	NAME OF REPORTING PERSON
 
STARBOARD VALUE A LP	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
OO	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	 ¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
1,272,025	
	8	SHARED VOTING POWER
 
- 0 -	
	9	SOLE DISPOSITIVE POWER
 
1,272,025	
	10	SHARED DISPOSITIVE POWER
 
- 0 -	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,272,025	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%	
14	TYPE OF REPORTING PERSON
 
PN	

10

CUSIP NO. 237194105
 
1	NAME OF REPORTING PERSON
 
STARBOARD VALUE A GP LLC	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
OO	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	 ¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
1,272,025	
	8	SHARED VOTING POWER
 
- 0 -	
	9	SOLE DISPOSITIVE POWER
 
1,272,025	
	10	SHARED DISPOSITIVE POWER
 
- 0 -	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,272,025	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%	
14	TYPE OF REPORTING PERSON
 
OO	

11

CUSIP NO. 237194105
 
1	NAME OF REPORTING PERSON
 
STARBOARD VALUE GP LLC	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
OO	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	 ¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
7,250,000	
	8	SHARED VOTING POWER
 
- 0 -	
	9	SOLE DISPOSITIVE POWER
 
7,250,000	
	10	SHARED DISPOSITIVE POWER
 
- 0 -	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,250,000	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.5%	
14	TYPE OF REPORTING PERSON
 
OO	

12

CUSIP NO. 237194105
 
1	NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO LP	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
OO	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	 ¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
7,250,000	
	8	SHARED VOTING POWER
 
- 0 -	
	9	SOLE DISPOSITIVE POWER
 
7,250,000	
	10	SHARED DISPOSITIVE POWER
 
- 0 -	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,250,000	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.5%	
14	TYPE OF REPORTING PERSON
 
PN	

13

CUSIP NO. 237194105
 
1	NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO GP LLC	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
OO	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	 ¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
7,250,000	
	8	SHARED VOTING POWER
 
- 0 -	
	9	SOLE DISPOSITIVE POWER
 
7,250,000	
	10	SHARED DISPOSITIVE POWER
 
- 0 -	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,250,000	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.5%	
14	TYPE OF REPORTING PERSON
 
OO	

14

CUSIP NO. 237194105
 
1	NAME OF REPORTING PERSON
 
JEFFREY C. SMITH	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
OO	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	 ¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
- 0 -	
	8	SHARED VOTING POWER
 
7,250,000	
	9	SOLE DISPOSITIVE POWER
 
- 0 -	
	10	SHARED DISPOSITIVE POWER
 
7,250,000	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,250,000	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.5%	
14	TYPE OF REPORTING PERSON
 
IN	

15

CUSIP NO. 237194105
 
1	NAME OF REPORTING PERSON
 
MARK R. MITCHELL	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
OO	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	 ¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
- 0 -	
	8	SHARED VOTING POWER
 
7,250,000	
	9	SOLE DISPOSITIVE POWER
 
- 0 -	
	10	SHARED DISPOSITIVE POWER
 
7,250,000	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,250,000	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.5%	
14	TYPE OF REPORTING PERSON
 
IN	

16

CUSIP NO. 237194105
 
1	NAME OF REPORTING PERSON
 
PETER A. FELD	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS
 
OO	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	 ¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
- 0 -	
	8	SHARED VOTING POWER
 
7,250,000	
	9	SOLE DISPOSITIVE POWER
 
- 0 -	
	10	SHARED DISPOSITIVE POWER
 
7,250,000	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,250,000	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.5%	
14	TYPE OF REPORTING PERSON
 
IN	

17

CUSIP NO. 237194105
 
1	NAME OF REPORTING PERSON
 
BRADLEY D. BLUM	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a)  o
  (b)  o	
3	SEC USE ONLY
 	
4	SOURCE OF FUNDS

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	 ¨	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
- 0 -	
	8	SHARED VOTING POWER
 
- 0 -	
	9	SOLE DISPOSITIVE POWER
 
- 0 -	
	10	SHARED DISPOSITIVE POWER
 
- 0 -	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%	
14	TYPE OF REPORTING PERSON
 
IN	

18

CUSIP NO. 237194105
 
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”).  This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
 
Item 4.	Purpose of Transaction.	
 
Item 4 is hereby amended to add the following:
 
On February 24, 2014, the Reporting Persons filed with the Securities and Exchange Commission (the “SEC”) a Preliminary Solicitation Statement (the “Preliminary Solicitation Statement”) in furtherance of seeking shareholder support to demand that the Issuer call a special meeting of the Issuer’s shareholders (the "Special Meeting"). Under Florida law and the Issuer’s Bylaws, as amended, the holders of 50% of the Issuer’s outstanding shares have the right to demand that the Issuer call a special meeting. If a sufficient number of shareholders support Starboard's efforts to call the Special Meeting, Starboard intends to solicit shareholder support in favor of a non-binding resolution urging the Board of Directors of the Issuer (the “Board”) not to approve any agreement or proposed transaction involving a separation or spin-off of the Issuer’s Red Lobster business prior to the 2014 Annual Meeting of Shareholders (the “2014 Annual Meeting”) unless such agreement or transaction would require shareholder approval.
 
The Issuer stated in its December 19, 2013 press release that the contemplated Red Lobster separation will not require shareholder approval and that it expects to close the separation transaction in early fiscal 2015, which begins May 26, 2014. It therefore appears that the Issuer intends to complete the Red Lobster separation several months before the 2014 Annual Meeting, which is not expected to be held until September.  Starboard believes shareholders deserve a forum for expressing their views on the Issuer's proposed separation of Red Lobster, and Starboard is therefore seeking to call the Special Meeting to give shareholders a platform for expressing their dissatisfaction with the proposed Red Lobster separation before it is too late.
 
On February 24, 2014, Starboard delivered an open letter to the Issuer's shareholders.  In the letter, Starboard informed shareholders that it has filed the Preliminary Solicitation Statement seeking to call a special meeting of the Issuer’s shareholders in order to provide shareholders with a democratic forum for expressing their views on the proposed separation of Red Lobster.  Starboard also expressed its disappointment that the Board and management continue to ignore shareholders concerns regarding the ill-advised Red Lobster separation and appear to be hurrying to complete a Red Lobster transaction prior to the 2014 Annual Meeting.  Starboard further stated in the letter that given management and the Board’s track record of poor performance and poor decision-making,  together with Starboard's belief that the proposed Red Lobster separation is deeply flawed, Starboard believes it is critical for shareholders in this case to have the right to review and approve any transaction involving Red Lobster that takes place prior to the 2014 Annual Meeting, at which time shareholders will have an opportunity to elect directors whom they believe represent their best interests.  In the letter, Starboard also conveyed to shareholders that Starboard is continuing to conduct its own independent analysis of the Issuer's operations and plans to publicly comment in more detail in advance of the Special Meeting, if called, and has begun recruiting highly qualified restaurant operators to advise Starboard as Starboard refines its operating plan for the Issuer. The full text of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .	
 
Item 6 is hereby amended to add the following:
 
On February 24, 2014, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing of statements on Schedule 13D with respect to the securities of the Issuer and (b) the Reporting Persons agreed to solicit proxies or written consents to (i) request that the Issuer call a special meeting of shareholders to approve the Proposals and (ii) approve such Proposals at any special meeting called for such purpose. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
Item 7.	Material to be Filed as Exhibits .	
 
Item 7 is hereby amended to add the following exhibits:
 
 	99.1	Letter to Shareholders of the Issuer, dated February 24, 2014.	
 
 	99.2	Joint Filing and Solicitation Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Leaders Delta LLC, Starboard Leaders Fund LP, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Starboard Value A LP, Starboard Value A GP LLC, Starboard Value R LP,   Starboard Value R GP LLC, Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld and Bradley D. Blum, dated February 24, 2014.	

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CUSIP NO. 237194105
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  February 24, 2014
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
       its investment manager
 
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
       its manager
 
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP
       its general partner
 
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
       its general partner
 
STARBOARD LEADERS DELTA LLC
By: Starboard Value A LP,
      its managing member
 
STARBOARD LEADERS FUND LP
By: Starboard Value A LP
       its general partner

STARBOARD VALUE A LP
By: Starboard Value A GP LLC,
      its general partner
 
STARBOARD VALUE LP
By: Starboard Value GP LLC,
       its general partner
 
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
       its member
 
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
       its general partner
 
STARBOARD PRINCIPAL CO GP LLC
 
STARBOARD VALUE A GP LLC
 
STARBOARD VALUE R GP LLC	

By:	/s/ Jeffrey C. Smith	
 	Name:	Jeffrey C. Smith	
 	Title:	Authorized Signatory	

/s/ Jeffrey C. Smith	
JEFFREY C. SMITH	
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld	

/s/ Bradley D. Blum	
BRADLEY D. BLUM	

 
20

 

Exhibit 99.2
 
JOINT FILING AND SOLICITATION AGREEMENT
 
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Darden Restaurants, Inc., a Florida corporation (the “Company”);
 
WHEREAS, the Group (as defined below) intends to request that the Company call a special meeting of the Company’s shareholders for the following purposes: (i) to approve a non-binding resolution urging the Board of Directors of the Company not to approve any agreement or proposed transaction involving a separation or spin-off of the Company’s Red Lobster business prior to the 2014 Annual Meeting of Shareholders unless such agreement or transaction would require shareholder approval; and (ii) to transact such other business as may properly come before the special meeting (items (i) and (ii) above are collectively referred to as the “Proposals”);
 
WHEREAS, Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), Starboard Value and Opportunity C LP (“Starboard C LP”), a Delaware limited partnership, Starboard Leaders Delta LLC, a Delaware limited liability company (“Delta LLC”), Starboard Value LP (“Starboard”), a Delaware limited partnership, Starboard Value GP LLC, a Delaware limited liability company, Starboard Principal Co LP, a Delaware limited partnership, Starboard Principal Co GP LLC, a Delaware limited liability company, Starboard Leaders Fund LP, a Delaware limited partnership, Starboard Value A LP, a Delaware limited partnership, Starboard Value A GP LLC, a Delaware limited liability company, Starboard Value R LP, a Delaware limited partnership, Starboard Value R GP LLC, a Delaware limited liability company, Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld and Bradley D. Blum wish to form a group for the purposes of soliciting proxies or written consents to request that the Company call a special meeting of shareholders to approve the Proposals and seeking approval of the Proposals at any special meeting called for such purpose, and for the purpose of taking all other action necessary or appropriate to achieve the foregoing.
 
NOW, IT IS AGREED, this 24 th day of February 2014 by the parties hereto:
 
1.           In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company.  Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.  Starboard or its representative shall provide each member of the Group with copies of all Schedule 13D filings and other public filings to be filed on behalf of such member at least 24 hours prior to the filing or submission thereof.
 
2.           So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership.  Notice shall be given no later than 24 hours after each such transaction.
 
3.           Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents to (a) request that the Company call a special meeting of shareholders to approve the Proposals and (b) approve the Proposals at any special meeting called for such purpose, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.
 
4.           Starboard V&O Fund, Starboard S LLC, Starboard C LP and Delta LLC shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agree to pay directly all such pre-approved expenses on a pro rata basis between Starboard V&O Fund, Starboard S LLC, Starboard C LP and Delta LLC based on the number of Shares in the aggregate beneficially owned by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Delta LLC on the date hereof.
 
5.           Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by Starboard, or its representatives, which approval shall not be unreasonably withheld.

 

 
6.           The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.  Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.
 
7.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
8.           In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.
 
9.           Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steve Wolosky at Olshan, Fax No. (212) 451-2222.
 
10.           Each party acknowledges that Olshan shall act as counsel for both the Group and Starboard and its affiliates relating to their investment in the Company.
 
11.           Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

2

 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
       its investment manager
 
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
       its manager
 
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP
       its general partner
 
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
       its general partner
 
STARBOARD LEADERS DELTA LLC
By: Starboard Value A LP,
      its managing member
 
STARBOARD LEADERS FUND LP
By: Starboard Value A LP
       its general partner

STARBOARD VALUE A LP
By: Starboard Value A GP LLC,
      its general partner
 
STARBOARD VALUE LP
By: Starboard Value GP LLC,
       its general partner
 
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
       its member
 
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
       its general partner
 
STARBOARD PRINCIPAL CO GP LLC
 
STARBOARD VALUE A GP LLC
 
STARBOARD VALUE R GP LLC	

By:	/s/ Jeffrey C. Smith	
 	Name:	Jeffrey C. Smith	
 	Title:	Authorized Signatory	

/s/ Jeffrey C. Smith	
JEFFREY C. SMITH	
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld	

/s/ Bradley D. Blum	
BRADLEY D. BLUM