CONAGRA BRANDS INC. — Director's Dealing 2017

Jun 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA BRANDS INC. (CAG)
CIK: 0000023217
Period of Report: 2017-05-30

Reporting Person: GOLDSTONE STEVEN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-30	Common Stock	M	11932	$0.00	Acquired	194308.71	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-30	Restricted Stock Units	$0.00	M	11932	Disposed		Common Stock (11932)	Direct

Footnotes

F1: The restricted stock units ("RSUs") were granted on May 30, 2016 and vested on May 30, 2017. Each RSU represented the contingent right to receive one share of the Issuer's common stock on the vesting date.

F2: Includes 1,606 shares acquired through a dividend equivalent reinvestment feature under the Issuer's Directors' Deferred Compensation Plan (the "Plan") and 205 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: Reflects an antidilution adjustment of 30,113.71 shares to the number of shares the Reporting Person has the right to receive under the Plan, which antidilution adjustment was made in connection with the spinoff of Lamb Weston Holdings, Inc. from the Issuer on November 9, 2016 (the "Spinoff").

F4: Reflects an antidilution adjustment to the number of RSUs held by the Reporting Person, which antidilution made prior to the vesting date in connection with the Spinoff. The number of RSUs held by the Reporting Person immediately prior to the Spinoff was 8,881.