CONAGRA BRANDS INC. — Director's Dealing 2020

Jun 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA BRANDS INC. (CAG)
CIK: 0000023217
Period of Report: 2020-06-01

Reporting Person: McGough Thomas M (President, Operating Segments)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-01	Common Stock	M	80615	$18.42	Acquired	226483.66	Direct
2020-06-01	Common Stock	S	80615	$35.00	Disposed	145868.66	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-01	Employee Stock Option (right to buy)	$18.42	M	80615	Disposed	2022-07-15	Common Stock (80615)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	400	Indirect

Footnotes

F1: This exercise of stock options reported in this Form 4 relates to the Reporting Person's acquisition and sale of shares, as part of the process of exercising stock options that were scheduled to expire in July 2022. The exercise and sale were affected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 1, 2020.

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.

F3: Reflects an antidilution adjustment to the number of options (originally granted on July 16, 2012 and expiring July 15, 2022, for 60,000 shares at an exercise price of $24.74 per share) held by the Reporting Person and the exercise price for such options, 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 60,000.