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CONAGRA BRANDS INC. Director's Dealing 2018

Nov 6, 2018

30694_dirs_2018-11-06_ff7b0ab9-f654-4ae9-87e4-9019367b6a31.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA BRANDS INC. (CAG)
CIK: 0000023217
Period of Report: 2018-11-02

Reporting Person: Biegger David (EVP,Chief Supply Chain Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2018-11-02 Common Stock M 6528 $0.00 Acquired 37948 Direct
2018-11-02 Common Stock F 2892 $35.00 Disposed 35056 Direct
2018-11-02 Common Stock M 9792 $0.00 Acquired 44848 Direct
2018-11-02 Common Stock F 4338 $35.00 Disposed 40510 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2018-11-02 Restricted Stock Units $0.00 M 6528 Disposed Common Stock (6528) Direct
2018-11-02 Restricted Stock Units $0.00 M 9792 Disposed Common Stock (9792) Direct

Footnotes

F1: Reflects an antidilution adjustment to the number of Restricted Stock Units ("RSUs") held by the Reporting Person, which antidilution adjustment was made prior to the vesting date in connection with the spinoff of Lamb Weston Holdings, Inc. from the Issuer on November 9, 2016. The total number of RSUs held by the Reporting Person immediately prior to the spinoff was 14,576.

F2: The RSUs were granted on November 2, 2015 and vested as to 33.33% on each of November 17, 2016 and November 2, 2017, and vested as to 33.34% on November 2, 2018. Each RSU represented the contingent right to receive one share of the Issuer's common stock on the vesting date.

F3: Reflects an antidilution adjustment to the number of RSUs held by the Reporting Person, which antidilution adjustment was made prior to the vesting date in connection with the spinoff of Lamb Weston Holdings, Inc. from the Issuer on November 9, 2016. The total number of RSUs held by the Reporting Person immediately prior to the spinoff was 7,288.

F4: The RSUs were granted on November 2, 2015 and vested on November 2, 2018. Each RSU represented the contingent right to receive one share of the Issuer's common stock on the vesting date.