CONAGRA BRANDS INC. — Director's Dealing 2020

Jan 10, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA BRANDS INC. (CAG)
CIK: 0000023217
Period of Report: 2020-01-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-07	Common Stock, par value $5 per share ("Common Stock")	S	420926	$32.56	Disposed	14540791	Indirect
2020-01-08	Common Stock	S	858141	$31.99	Disposed	13682650	Indirect
2020-01-09	Common Stock	S	1327273	$32.21	Acquired	12355377	Indirect
2020-01-09	Common Stock	J	624821	$32.21	Acquired	11730556	Indirect

Footnotes

F1: These transactions relate to the disposition of Common Stock relating to the Pinnacle Foods Inc. acquisition. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.53 to $32.80, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

F2: These transactions relate to the disposition of Common Stock relating to the Pinnacle Foods Inc. acquisition. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.97 to $32.19, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

F3: These transactions relate to the disposition of Common Stock relating to the Pinnacle Foods Inc. acquisition. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.16 to $32.27, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

F4: This reflects a non-transactional transfer in beneficial ownership. The price above reflects the market price on January 9, 2020. The Reporting Person disclaims any pecuniary interest in such shares.

F5: 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.