Edgar Filing: DARDEN RESTAURANTS INC

sc13da1706297125_02052016.htm

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. 17)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

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 5, 2016

(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 9,315,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 9,315,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,315,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%
14	TYPE OF REPORTING PERSON PN

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 2,030,140
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,030,140
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,030,140
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON CO

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 464,400
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 464,400
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 464,400
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

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 254,553
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 254,553
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 254,553
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

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 254,553
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 254,553
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 254,553
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

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 254,553
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 254,553
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 254,553
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

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 2,767,703
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,767,703
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,767,703
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%
14	TYPE OF REPORTING PERSON OO

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 2,767,703
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,767,703
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,767,703
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%
14	TYPE OF REPORTING PERSON PN

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 2,767,703
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,767,703
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,767,703
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%
14	TYPE OF REPORTING PERSON PN

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 2,767,703
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,767,703
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,767,703
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%
14	TYPE OF REPORTING PERSON OO

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 9,315,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 9,315,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,315,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%
14	TYPE OF REPORTING PERSON OO

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 9,315,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 9,315,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,315,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%
14	TYPE OF REPORTING PERSON PN

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 9,315,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 9,315,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,315,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%
14	TYPE OF REPORTING PERSON OO

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 9,315,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 9,315,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,315,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%
14	TYPE OF REPORTING PERSON IN

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 9,315,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 9,315,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,315,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%
14	TYPE OF REPORTING PERSON IN

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 6,320
	8	SHARED VOTING POWER 9,315,000
	9	SOLE DISPOSITIVE POWER 6,320
	10	SHARED DISPOSITIVE POWER 9,315,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,321,320
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 237194105

The following constitutes Amendment No. 17 to the Schedule 13D filed by the undersigned (“Amendment No. 17”). This Amendment No. 17 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and held in the Starboard Value LP Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 2,030,140 Shares beneficially owned by Starboard V&O Fund is approximately $86,846,269, excluding brokerage commissions. The aggregate purchase price of the 464,400 Shares beneficially owned by Starboard S LLC is approximately $20,112,172, excluding brokerage commissions. The aggregate purchase price of the 254,553 Shares beneficially owned by Starboard C LP is approximately $10,940,891, excluding brokerage commissions. The aggregate purchase price of the 2,767,703 Shares beneficially owned by Starboard Delta LLC is approximately $116,165,303, excluding brokerage commissions. The aggregate purchase price of the 3,798,204 Shares held in the Starboard Value LP Accounts is approximately $171,886,292, excluding brokerage commissions. The 6,320 Shares directly owned by Mr. Feld were granted to Mr. Feld by the Issuer in his capacity as a director of the Issuer.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

As further described in Item 6 below, Starboard Value LP and certain of its affiliates (“Starboard”) entered into a Sales Trading Plan Agreement (the “Sales Trading Plan Agreement”) with J.P. Morgan Securities LLC (“JPMS”), dated February 5, 2016, for the purpose of effecting sales of Shares of the Issuer in compliance with, among other things, Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). The Sales Trading Plan Agreement, if fully executed, would only represent approximately thirty percent of Starboard’s aggregate position in the Issuer, and is tiered based upon certain volume and pricing thresholds such that all of the shares subject to the Sales Trading Plan Agreement would only be sold if the stock trades at levels significantly above the current share price. Starboard has undertaken the Sales Trading Plan Agreement in large part to effectuate a rebalancing of Starboard’s portfolio in light of the significant appreciation in the Issuer’s stock price since the investment was made over two years ago.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) - 5(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 128,236,458 Shares outstanding, as of December 15, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 6, 2016.

CUSIP NO. 237194105

A.	Starboard V&O Fund

(a)

As of the close of business on February 5, 2016, Starboard V&O Fund beneficially owned 2,030,140 Shares.

Percentage: Approximately 1.6%

(b)

1. Sole power to vote or direct vote: 2,030,140

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,030,140

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard V&O Fund since the filing of Amendment No. 16 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

B.	Starboard S LLC

(a)

As of the close of business on February 5, 2016, Starboard S LLC beneficially owned 464,400 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 464,400

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 464,400

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard S LLC since the filing of Amendment No. 16 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

C.	Starboard C LP

(a)

As of the close of business on February 5, 2016, Starboard C LP beneficially owned 254,553 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 254,553

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 254,553

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard C LP since the filing of Amendment No. 16 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

D.	Starboard R LP

(a)

Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 254,553 shares owned by Starboard C LP.

Percentage: Less than 1%

CUSIP NO. 237194105

(b)

1. Sole power to vote or direct vote: 254,553

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 254,553

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard R LP has not entered into any transactions in the Shares since the filing of Amendment No. 16 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 16 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

E.	Starboard R GP

(a)

Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 254,553 shares owned by Starboard C LP.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 254,553

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 254,553

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard R GP has not entered into any transactions in the Shares since the filing of Amendment No. 16 to the Schedule 13D. The transactions in the Shares on behalf of Starboard C LP since the filing of Amendment No. 16 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

F.	Starboard Delta LLC

(a)

As of the close of business on February 5, 2016, Starboard Delta LLC beneficially owned 2,767,703 Shares.

Percentage: Approximately 2.2%

(b)

1. Sole power to vote or direct vote: 2,767,703

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,767,703

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard Delta LLC since the filing of Amendment No. 16 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

G.	Starboard Leaders Fund

(a)

Starboard Leaders Fund, as a member of Starboard Delta LLC, may be deemed the beneficial owner of the 2,767,703 shares owned by Starboard Delta LLC.

Percentage: Approximately 2.2%

CUSIP NO. 237194105

(b)

1. Sole power to vote or direct vote: 2,767,703

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,767,703

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard Leaders Fund has not entered into any transactions in the Shares since the filing of Amendment No. 16 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 16 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

H.	Starboard A LP

(a)

Starboard A LP, as the general partner of Starboard Leaders Fund and the managing member of Starboard Delta LLC, may be deemed the beneficial owner of the 2,767,703 shares owned by Starboard Delta LLC.

Percentage: Approximately 2.2%

(b)

1. Sole power to vote or direct vote: 2,767,703

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,767,703

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard A LP has not entered into any transactions in the Shares since the filing of Amendment No. 16 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 16 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

I.	Starboard A GP

(a)

Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the 2,767,703 shares owned by Starboard Delta LLC.

Percentage: Approximately 2.2%

(b)

1. Sole power to vote or direct vote: 2,767,703

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,767,703

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard A GP has not entered into any transactions in the Shares since the filing of Amendment No. 16 to the Schedule 13D. The transactions in the Shares on behalf of Starboard Delta LLC since the filing of Amendment No. 16 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

J.	Starboard Value LP

(a)

As of the close of business on February 5, 2016, 3,798,204 Shares were held in the Starboard Value LP Accounts. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Delta LLC and the Starboard Value LP Accounts and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 2,030,140 Shares owned by Starboard V&O Fund, (ii) 464,400 Shares owned by Starboard S LLC, (iii) 254,553 Shares owned by Starboard C LP, (iv) 2,767,703 Shares owned by Starboard Delta LLC and (v) 3,798,204 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 7.3%

CUSIP NO. 237194105

(b)

1. Sole power to vote or direct vote: 9,315,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 9,315,000

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard Value LP has not entered into any transactions in the Shares since the filing of Amendment No. 16 to the Schedule 13D. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Accounts and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC since the filing of Amendment No. 16 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

K.	Starboard Value GP

(a)

Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 2,030,140 Shares owned by Starboard V&O Fund, (ii) 464,400 Shares owned by Starboard S LLC, (iii) 254,553 Shares owned by Starboard C LP, (iv) 2,767,703 Shares owned by Starboard Delta LLC and (v) 3,798,204 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 7.3%

(b)

1. Sole power to vote or direct vote: 9,315,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 9,315,000

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard Value GP has not entered into any transactions in the Shares since the filing of Amendment No. 16 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 16 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

L.	Principal Co

(a)

Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 2,030,140 Shares owned by Starboard V&O Fund, (ii) 464,400 Shares owned by Starboard S LLC, (iii) 254,553 Shares owned by Starboard C LP, (iv) 2,767,703 Shares owned by Starboard Delta LLC and (v) 3,798,204 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 7.3%

(b)

1. Sole power to vote or direct vote: 9,315,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 9,315,000

4. Shared power to dispose or direct the disposition: 0

(c)

Principal Co has not entered into any transactions in the Shares since the filing of Amendment No. 16 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 16 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

CUSIP NO. 237194105

M.	Principal GP

(a)

Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 2,030,140 Shares owned by Starboard V&O Fund, (ii) 464,400 Shares owned by Starboard S LLC, (iii) 254,553 Shares owned by Starboard C LP, (iv) 2,767,703 Shares owned by Starboard Delta LLC and (v) 3,798,204 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 7.3%

(b)

1. Sole power to vote or direct vote: 9,315,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 9,315,000

4. Shared power to dispose or direct the disposition: 0

(c)

Principal GP has not entered into any transactions in the Shares since the filing of Amendment No. 16 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 16 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

Mr. Feld

(a)

As of the close of business on February 5, 2016, Mr. Feld directly owned 6,320 Shares. Mr. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 2,030,140 Shares owned by Starboard V&O Fund, (ii) 464,400 Shares owned by Starboard S LLC, (iii) 254,553 Shares owned by Starboard C LP, (iv) 2,767,703 Shares owned by Starboard Delta LLC and (v) 3,798,204 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 7.3%

(b)

1. Sole power to vote or direct vote: 6,320

2. Shared power to vote or direct vote: 9,315,000

3. Sole power to dispose or direct the disposition: 6,320

4. Shared power to dispose or direct the disposition: 9,315,000

(c)

Mr. Feld has not entered into any transactions in the Shares since the filing of Amendment No. 16 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 16 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

O.	Messrs. Smith and Mitchell

(a)

Each of Messrs. Smith and Mitchell, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 2,030,140 Shares owned by Starboard V&O Fund, (ii) 464,400 Shares owned by Starboard S LLC, (iii) 254,553 Shares owned by Starboard C LP, (iv) 2,767,703 Shares owned by Starboard Delta LLC and (v) 3,798,204 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 7.3%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 9,315,000

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 9,315,000

(c)

None of Messrs. Smith or Mitchell has entered into any transactions in the Shares since the filing of Amendment No. 16 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 16 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

CUSIP NO. 237194105

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his, her or its pecuniary interest therein.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

As disclosed in Item 4 above, on February 5, 2016, Starboard entered into the Sales Trading Plan Agreement with JPMS for the purpose of establishing a trading plan to effect sales of Shares of the Issuer in compliance with all applicable laws, including, without limitation, Section 10(b) of the Exchange Act, including, but not limited to, Rule 10b5-1. The Sales Trading Plan allows for the sale of up to 2,700,000 Shares by JPMS on behalf of Starboard. Shares sold pursuant to the Sales Trading Plan Agreement may only be sold in accordance with trading requirements adopted by the Reporting Persons, and there can be no assurance as to how many Shares, if any, will be sold pursuant to the Sales Trading Plan Agreement or at what price any such Shares will be sold.

As disclosed in Item 4 above, the Sales Trading Plan Agreement, if fully executed, would represent less than thirty percent of Starboard’s aggregate position in the Issuer, and is tiered based upon certain volume and pricing thresholds such that all of the shares subject to the Sales Trading Plan Agreement would only be sold if the stock trades at levels significantly above the current share price. Starboard has undertaken the Sales Trading Plan Agreement in large part to effectuate a rebalancing of Starboard’s portfolio in light of the significant appreciation in the Issuer’s stock price since the investment was made over two years ago.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1

Sales Trading Plan Agreement between Starboard Value LP and J.P. Morgan Securities LLC, dated February 5, 2016.

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 5, 2016

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

CUSIP NO. 237194105

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 16 to the Schedule 13D

Shares of Common Stock

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

(21,794)	61.8204	01/22/2016
(21,794)	61.8218	01/22/2016
(43,589)	61.8800	01/25/2016
(65,383)	62.1992	01/26/2016
(37,051)	63.4912	01/28/2016
(32,691)	63.3360	02/01/2016

STARBOARD VALUE AND OPPORTUNITY S LLC

(4,986)	61.8204	01/22/2016
(4,986)	61.8218	01/22/2016
(9,971)	61.8800	01/25/2016
(14,957)	62.1992	01/26/2016
(8,475)	63.4912	01/28/2016
(7,478)	63.3360	02/01/2016

STARBOARD VALUE AND OPPORTUNITY C LP

(2,733)	61.8204	01/22/2016
(2,733)	61.8218	01/22/2016
(5,465)	61.8800	01/25/2016
(8,198)	62.1992	01/26/2016
(4,645)	63.4912	01/28/2016
(4,099)	63.3360	02/01/2016

STARBOARD LEADERS DELTA LLC

(29,711)	61.8204	01/22/2016
(29,711)	61.8218	01/22/2016
(59,425)	61.8800	01/25/2016
(89,136)	62.1992	01/26/2016
(50,511)	63.4912	01/28/2016
(44,569)	63.3360	02/01/2016

STARBOARD VALUE LP

(Through the Starboard Value LP Accounts)

(40,776)	61.8204	01/22/2016
(40,776)	61.8218	01/22/2016
(81,550)	61.8800	01/25/2016
(122,326)	62.1992	01/26/2016
(69,318)	63.4912	01/28/2016
(61,163)	63.3360	02/01/2016