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 * Cardenas Ricardo	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 Financial Officer
(Last)          (First)          (Middle) 1000 DARDEN CENTER DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 7/27/2020
(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	7/27/2020		M		6301.0000	A	$0 (1)	33348.1740	D
Common Stock	7/27/2020		M		6301.0000	A	$0 (1)	39649.1740	D
Common Stock	7/27/2020		F		3280.0000	D	$78.6400	36369.1740	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 (FY17)	(1)	7/27/2020		M			6301.0000 (2)	(3)	7/27/2020	Common Stock	6301.0000	$0.0000	6301.0000	D
Performance Restricted Stock Units (FY17)	(1)	7/27/2020		M			6301.0000 (2)	(3)	7/27/2020	Common Stock	6301.0000	$0.0000	0.0000	D

Explanation of Responses:
(1)	Performance restricted stock units convert into common stock on a one-for-one basis.
(2)	Each award includes 700 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.
(3)	This grant vests in two equal annual installments beginning on July 27, 2019.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cardenas Ricardo 1000 DARDEN CENTER DRIVE ORLANDO, FL 32837			SVP Chief Financial Officer

Signatures
Jessica P. Lange, Attorney-in-fact for Cardenas, Ricardo		7/29/2020
**Signature of Reporting Person		Date