CONAGRA BRANDS INC. — Director's Dealing 2018

Apr 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA BRANDS INC. (CAG)
CIK: 0000023217
Period of Report: 2018-04-06

Reporting Person: BUTLER STEPHEN G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-06	Common Stock	M	12092	$14.63	Acquired	127755.48	Direct
2018-04-06	Common Stock	S	12092	$37.1831	Disposed	115663.48	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-06	Director Stock Options (right to buy)	$14.63	M	12092	Disposed	2018-09-24	Common Stock (12092)	Direct

Footnotes

F1: All of the shares being sold were acquired by the Reporting Person within the past two business days upon exercise of stock options that were
due to expire on September 24, 2018.

F2: Price reflects the weighted average sale price for multiple transactions that ranged from $37.0850 to $37.2800 per share. The reporting person undertakes to provide, upon request by the Commission Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: Reflects an antidilution adjustment to the number of options (originally granted on September 25, 2008 and expiring September 24, 2018, for 9,000 shares at an exercise price of $19.65 per share) held by the Reporting Person and the exercise price thereof, which antidilution adjustment was made prior to the exercise date in connection with the spinoff of Lamb Weston Holdings, Inc. from the Issuer on November 9, 2016 (the "Spinoff"). The total number of options held by the Reporting Person immediately prior to the Spinoff was 9,000.