CONAGRA BRANDS INC. — Director's Dealing 2017

Jul 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA BRANDS INC. (CAG)
CIK: 0000023217
Period of Report: 2016-07-15

Reporting Person: Brock Charisse (EVP, Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-15	Common Stock	M	2909	$0.00	Acquired	13827	Direct
2016-07-15	Common Stock	F	905	$47.98	Disposed	12922	Direct
2016-07-15	Common Stock	M	5818	$0.00	Acquired	18740	Direct
2016-07-15	Common Stock	F	1810	$47.98	Disposed	16930	Direct
2017-07-14	Common Stock	M	4290	$0.00	Acquired	21220	Direct
2017-07-14	Common Stock	F	1386	$33.58	Disposed	19834	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-15	Restricted Stock Units	$0.00	M	2909	Disposed		Common Stock (2909)	Direct
2016-07-15	Restricted Stock Units	$0.00	M	5818	Disposed		Common Stock (5818)	Direct
2017-07-14	Restricted Stock Units	$0.00	M	4290	Disposed		Common Stock (4290)	Direct

Footnotes

F1: The restricted stock units (RSUs) were granted on July 15, 2013 and vested on July 15, 2016. Each RSU represented the contingent right to receive one share of the Issuer's 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 3,193.

F3: The RSUs were granted on July 14, 2014 and vested on July 14, 2017. Each RSU represented the contingent right to receive one share of the Issuer's common stock on the vesting date.