CONAGRA BRANDS INC. — Director's Dealing 2017

Jul 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA BRANDS INC. (CAG)
CIK: 0000023217
Period of Report: 2017-07-12

Reporting Person: MARSHALL RUTH ANN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-12	Common Stock	M	6046	$19.22	Acquired	89260.363	Direct
2017-07-12	Common Stock	S	6046	$33.2221	Disposed	83214.363	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-12	Director Stock Options (right to buy)	$19.22	M	6046	Disposed	2017-09-26	Common Stock (6046)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	750	Indirect

Footnotes

F1: All of the shares being sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options that were due to expire on September 26, 2017.

F2: Reflects an antidilution adjustment to the number of options (originally granted on September 27, 2007 and expiring September 26, 2017, for 9,000 shares at an exercise price of $25.82 per share) held by the Reporting Person, 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 9,000.