CONAGRA BRANDS INC. — Director's Dealing 2017

Mar 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA BRANDS INC. (CAG)
CIK: 0000023217
Period of Report: 2017-03-29

Reporting Person: MARSHALL RUTH ANN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-29	Common Stock	M	6046	$19.22	Acquired	83769.324	Direct
2017-03-29	Common Stock	S	6046	$40.61	Disposed	77723.324	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-29	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: Reflects an antidilution adjustment to (i) the number of options the Reporting Person received pursuant to the grant and (ii) the exercise price of such options, which antidilution adjustment was made in connection with the spinoff of Lamb Weston Holdings, Inc. from the Issuer on November 9, 2016 (the "Spinoff"). The original grant was made on September 27, 2007 and consisted of 9,000 options (all of which were vested and outstanding as of the Spinoff) at an exercise price of $25.82.

F2: Includes 11.089 shares acquired since the date of the Reporting Person's last report through a dividend equivalent reinvestment feature under the Directors' Deferred Compensation Plan.

F3: All of the shares being sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options.