Statement of Changes in Beneficial Ownership (4)

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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3235-0287

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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 * Connelly Susan M.	2. Issuer Name and Ticker or Trading Symbol DARDEN RESTAURANTS INC [ DRI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) SVP, Chief Comm & PA Officer
(Last)          (First)          (Middle) 1000 DARDEN CENTER DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 6/23/2020
(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								3913.8920	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 (FY18) (1)	(2)	6/23/2020		A		1382.0000 (3)		(4)	7/26/2021	Common Stock	1382.0000	$0.0000	1382.0000	D

Explanation of Responses:
(1)	On July 26, 2017, the Reporting Person was awarded 1,382 target performance restricted stock units (PSUs) subject to the achievement of performance criteria (relative total shareholder return as compared to a selected comparison group) from July 26, 2017 through May 31, 2020.
(2)	Performance restricted stock units convert into common stock on a one-for-one basis.
(3)	On June 23, 2020, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 1,382 PSUs being earned in accordance with the provisions of the applicable award agreement. Pursuant to the terms of the applicable award agreement, additional shares of Darden common stock representing accrued dividend equivalents will be delivered to the Reporting Person upon settlement of the PSUs.
(4)	This grant vests in two equal annual installments beginning on July 26, 2020.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Connelly Susan M. 1000 DARDEN CENTER DRIVE ORLANDO, FL 32837			SVP, Chief Comm & PA Officer

Signatures
Jessica P. Lange, Attorney-in-fact for Connelly, Susan M.		6/25/2020
**Signature of Reporting Person		Date