CONAGRA BRANDS INC. — Director's Dealing 2018

Mar 29, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA BRANDS INC. (CAG)
CIK: 0000023217
Period of Report: 2018-03-26

Reporting Person: MARSHALL RUTH ANN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-26	Common Stock	M	6046	$14.63	Acquired	90695.74	Direct
2018-03-26	Common Stock	S	6046	$35.86	Disposed	84649.74	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-26	Director Stock Options (right to buy)	$14.63	M	6046	Disposed	2018-09-24	Common Stock (6046)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	750	Indirect

Footnotes

F1: Includes 13.792 shares acquired since the date of the Reporting Person's last report through dividend equivalent reinvestment.

F2: All of the shares being sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options that were due to expire on September 24, 2018.

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, 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.