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: BUTLER STEPHEN G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-03	Common Stock	A	678	$39.55	Acquired	99501.48	Direct

Footnotes

F1: Represents the right to receive 678 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 his election under the Plan; deferred amounts may not be transferred from the Plan until the time specified in his election.

F2: Includes 220 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 12,608.48 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.