CONAGRA BRANDS INC. — Director's Dealing 2017

Jan 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA BRANDS INC. (CAG)
CIK: 0000023217
Period of Report: 2017-01-03

Reporting Person: MARSHALL RUTH ANN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-03	Common Stock	A	271	$39.55	Acquired	77712.235	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	750	Indirect

Footnotes

F1: Represents the right to receive 271 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"). The shares will be distributed to the Reporting Person in accordance with her election under the Plan; deferred amounts may not be transferred from the Plan until the time specified in her election.

F2: Includes 364.316 shares acquired since the date of the Reporting Person's last report through a dividend equivalent reinvestment feature under the Plan.

F3: Reflects an antidilution adjustment of 19,124.54 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 Conagra Brands, Inc. on November 9, 2016.