CONAGRA BRANDS INC. — Director's Dealing 2017

Oct 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA BRANDS INC. (CAG)
CIK: 0000023217
Period of Report: 2017-10-13

Reporting Person: Batcheler Colleen (EVP Gen Counsel & Corp Secty)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-13	Common Stock	M	133869	$23.00	Acquired	297014	Direct
2017-10-13	Common Stock	S	133869	$34.278	Disposed	163145	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-13	Employee Stock Options (right to buy)	$23.00	M	133869	Disposed	2024-07-13	Common Stock (133869)	Direct

Footnotes

F1: All of the shares being sold were acquired by the Reporting Person within the past two business days upon exercise of stock options.

F2: Price reflects the weighted average sale price for multiple transactions that ranged from $34.20 to $34.38 per share. The Reporting Person undertakes to provide, upon request by the Commission Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: Reflects an antidilution adjustment to the number of options (originally granted on July 14, 2014 and expiring July 13, 2024, for 153,285 shares at an exercise price of $30.89 per share) held by the Reporting Person and the exercise price thereof, which antidilution adjustment was made prior to the exercise date in connection with the spinoff of Lamb Weston Holdings, Inc. from the Issuer on November 9, 2016 (the "Spinoff"). The total number of options held by the Reporting Person immediately prior to the Spinoff was 153,285.

F4: These stock options, originally covering 205,951 shares (on a post-Spinoff basis), became exercisable as to 40% on July 14, 2015, 30% on July 14, 2016, and 30% on July 14, 2017.