CONAGRA BRANDS INC. — Director's Dealing 2016

Nov 21, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA BRANDS INC. (CAG)
CIK: 0000023217
Period of Report: 2016-11-17

Reporting Person: Biegger David (EVP,Chief Supply Chain Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-17	Common Stock	M	6528	$0.00	Acquired	6528	Direct
2016-11-17	Common Stock	F	2031	$36.52	Disposed	4497	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-17	Restricted Stock Units	$0.00	M	6528	Disposed		Common Stock (6528)	Direct

Footnotes

F1: Reflects shares acquired upon the vesting of restricted stock units (RSUs) that were granted on November 2, 2015 and vested as to 33.33% on November 17, 2016, and will vest as to 33.33% on November 2, 2017, and 33.34% on November 2, 2018. Each RSU represented the right to receive one share of Conagra Brands common stock on the vesting date.

F2: Reflects an antidilution adjustment to the number of RSUs held by the Reporting Person, which antidilution adjustment was made prior to the vesting date in connection with the spinoff of Lamb Weston Holdings, Inc. from Conagra Brands, Inc. on November 9, 2016. The total number of RSUs held by the Reporting Person immediately prior to the spinoff was 14,576.