CONAGRA BRANDS INC. — Director's Dealing 2018

Apr 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA BRANDS INC. (CAG)
CIK: 0000023217
Period of Report: 2018-04-01

Reporting Person: Connolly Sean (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-01	Common Stock	M	61881	$0.00	Acquired	113611	Direct
2018-04-01	Common Stock	F	25342	$36.88	Disposed	88269	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-01	Restricted Stock Units	$0.00	M	61881	Disposed		Common Stock (61881)	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 number of RSUs held by the Reporting Person immediately prior to the spinoff was 46,057.

F2: The RSUs were granted on April 1, 2015 and vested on April 1, 2018. Each RSU represented the contingent right to receive one share of the Issuer's common stock on the vesting date.

F3: Includes 4,502 shares acquired through dividend equivalent rights under the Issuer's 2014 Stock Plan since the date of the Reporting Person's last report.