CONAGRA BRANDS INC. — Director's Dealing 2017

Jul 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA BRANDS INC. (CAG)
CIK: 0000023217
Period of Report: 2017-07-03

Reporting Person: BUTLER STEPHEN G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-03	Common Stock	A	930	$35.76	Acquired	105888.48	Direct
2017-07-03	Common Stock	M	12092	$19.22	Acquired	117980.48	Direct
2017-07-03	Common Stock	S	5848	$35.8048	Disposed	112132.48	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-03	Director Stock Options (right to buy)	$19.22	M	12092	Disposed	2017-09-26	Common Stock (12092)	Direct

Footnotes

F1: Represents the right to receive 930 shares in connection with the payment of the Reporting Person's director's fees, which fees have been deferred under the Issuer's Directors' Deferred Compensation Plan (the "Plan"). These shares will be distributed to the Reporting Person in accordance with his election under the Plan; deferred amounts may not be transferred from the Plan until the time specified in his election.

F2: Includes 285 shares acquired through a dividend equivalent reinvestment feature under the Plan and 23 shares acquired through dividend equivalent rights under the Issuer's 2014 Stock Plan, in each case since the date of the Reporting Person's last report.

F3: All of the shares being sold were acquired by the Reporting Person within the past two business days upon exercise of stock options that were
due to expire on September 26, 2017.

F4: Price reflects the weighted average sale price for multiple transactions that ranged from $35.80 to $35.8150 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.

F5: 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 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 9,000.