FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * LEE EUGENE I JR 2. Issuer Name and Ticker or Trading Symbol DARDEN RESTAURANTS INC [ DRI ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)         (First)         (Middle)
1000 DARDEN CENTER DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)
7/31/2020
(Street)
ORLANDO, FL 32837
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  7/31/2020    M    24090.0000  A $0 (1) 241188.0000  D   
Common Stock  7/31/2020    F    9481.0000  D $78.5500  231707.0000  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Restricted Stock Units (CEO) (2)  (1) 7/31/2020    M        24090.0000 (3)   (4)  (4) Common Stock  24090.0000  $0.0000  0.0000  D   

Explanation of Responses:
(1)  Performance restricted stock units convert into common stock on a one-for-one basis.
(2)  On June 29, 2017, the Reporting Person was awarded 81,735 target special performance restricted stock units (PSUs) that vest in three tranches subject to the achievement of performance criteria (achievement of three-year, four-year and five-year EBITDA targets.) 26.7% vested on May 31, 2020, 33.3% will vest on May 30, 2021 and the remaining 40% will vest on May 29, 2022.
(3)  Includes 2,267 additional shares delivered as dividend equivalents upon settlement pursuant to the terms of the applicable award agreement. Fractional shares are settled in cash pursuant to the terms of the award agreement.
(4)  Earned PSUs settled into common stock on the fifth business day following the Chief Financial Officer's certification of the Company's achievement of the performance goal for the applicable performance period.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LEE EUGENE I JR
1000 DARDEN CENTER DRIVE
ORLANDO, FL 32837
X
President and CEO

Signatures
Jessica P. Lange, Attorney-in-fact for Lee, Eugene I. Jr. 8/3/2020
**Signature of Reporting Person Date
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