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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Incentive Stock Option | $ 16.77 | 10/01/2007 | A(3) | 29,815 | 10/01/2007 | 12/31/2010 | Common Stock | 29,815 | $ 0 | 29,815 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 16.77 | 10/01/2007 | A(3) | 147,618 | 10/01/2007 | 12/31/2010 | Common Stock | 147,618 | $ 0 | 147,618 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 19.6 | 10/01/2007 | A(3) | 29,941 | 10/01/2007 | 07/01/2012 | Common Stock | 29,941 | $ 0 | 29,941 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 24.4 | 10/01/2007 | A(3) | 24,951 | 10/01/2007 | 06/30/2013 | Common Stock | 24,951 | $ 0 | 24,951 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 30.6 | 10/01/2007 | A(3) | 22,644 | 10/01/2007 | 02/10/2014 | Common Stock | 22,644 | $ 0 | 22,644 | D | ||||
Incentive Stock Option | $ 30.6 | 10/01/2007 | A(3) | 3,305 | 10/01/2007 | 02/10/2014 | Common Stock | 3,305 | $ 0 | 3,305 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 30.22 | 10/01/2007 | A(3) | 35,486 | 10/01/2007 | 07/20/2014 | Common Stock | 35,486 | $ 0 | 35,486 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 35.76 | 10/01/2007 | A(3) | 42,676 | 10/01/2007 | 02/08/2015 | Common Stock | 42,676 | $ 0 | 42,676 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 35.51 | 10/01/2007 | A(3) | 38,845 | 10/01/2007 | 02/08/2016 | Common Stock | 38,845 | $ 0 | 38,845 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 35.51 | 10/01/2007 | A(3) | 34,185 | 10/01/2007 | 02/08/2016 | Common Stock | 34,185 | $ 0 | 34,185 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 35.94 | 10/01/2007 | A(3) | 32,115 | 10/01/2007 | 02/13/2017 | Common Stock | 32,115 | $ 0 | 32,115 | D | ||||
Restricted Stock Units | $ 0 (6) | 10/01/2007 | A(5) | 6,588 | (6) | (6) | Common Stock | 6,588 | $ 0 | 6,588 | D | ||||
Non-Qualified Stock Option (Right-to-Buy) | $ 43 | 10/01/2007 | A | 129,055 | (4) | 10/01/2017 | Common Stock | 129,055 | $ 0 | 129,055 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LEE EUGENE I JR 5900 LAKE ELLENOR DRIVE ORLANDO, FL 32809 |
President, Specialty Rest Grp |
By: Douglas E. Wentz , Attorney-in-Fact for Eugene I. Lee, Jr. | 10/09/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to the merger of RARE Hospitality International, Inc. ("RARE") into a wholly-owned subsidiary of Darden Restaurants, Inc. ("Darden") on October 1, 2007 (the "Merger"), 100% of the shares of restricted stock granted to the reporting person under the RARE Hospitality International, Inc. Amended and Restated 2002 Long-Term Incentive Plan relating to the common stock of RARE vested, and pursuant to the Merger, such shares were converted into shares of Darden common stock that were issued to the reporting person. |
(2) | Pursuant to the Merger, two-thirds of the performance-based restricted stock units were automatically converted into Darden shares of restricted stock relating to the number of shares Darden common stock indicated. |
(3) | Pursuant to the Merger, an option granted to the reporting person to purchase shares of RARE common stock under the RARE Hospitality International, Inc. 1997 Long-Term Incentive Plan or the RARE Hospitality International, Inc. Amended and Restated 2002 Long-Term Incentive Plan vested in its entirety, and pursuant to the Merger, such option was converted into an option to purchase the number of shares of Darden common stock indicated. |
(4) | Option vests in equal installments on October 1, 2010 and on October 1, 2011. |
(5) | Pursuant to Merger, one-third of the performance-based restricted stock units were automatically converted into Darden restricted stock units relating to the number of shares of Darden common stock indicated. |
(6) | All Darden restricted stock units settle in shares of Darden common stock on a one-for-one on January 2, 2008. |
Remarks: This filing is amended to (i) include footnotes which were inadvertently omitted from the original filing, (ii) add the 12th row of Table II to reflect the acquisition of Darden restricted stock units, and (iii) add the last line in Table I to reflect shares of Darden common stock withheld for taxes. The remainder of this filing is restated in its entirety without change. |