CONAGRA BRANDS INC. — Director's Dealing 2020

Mar 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA BRANDS INC. (CAG)
CIK: 0000023217
Period of Report: 2020-03-01

Reporting Person: JANA PARTNERS LLC (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-01	Common Stock	M	2228	$0.00	Acquired	11732835	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-01	Restricted Stock Units	$0.00	M	2228	Disposed		Common Stock (2228)	Direct

Footnotes

F1: The restricted stock units ("RSUs") were granted on March 1, 2019 and vested on March 1, 2020. Each RSU represented the contingent right to receive one share of the Issuer's common stock on the vesting date. The RSUs were issued to Scott Ostfeld ("Mr. Ostfeld"), a partner of JANA Partners LLC ("JANA"), who currently serves on the board of directors of the Issuer. Mr. Ostfeld assigned the RSUs and all other compensation he will receive as a director of the Issuer to JANA and such RSUs and compensation has been, or will be, transferred directly to JANA.

F2: Includes 51 shares of common stock that Mr. Ostfeld received through dividend equivalent reinvestment since the date of JANA's last Form 4.

F3: JANA is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. Barry Rosenstein is the Managing Partner of JANA. JANA and Barry Rosenstein disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein.