CONAGRA BRANDS INC. — Director's Dealing 2021

Apr 20, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA BRANDS INC. (CAG)
CIK: 0000023217
Period of Report: 2021-04-16

Reporting Person: McGough Thomas M (EVP & Co-COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-16	Common Stock	M	50000	$27.46	Acquired	106340.66	Direct
2021-04-16	Common Stock	S	50000	$37.51	Disposed	56340.66	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-16	Employee Stock Option (right to buy)	$27.46	M	50000	Disposed	2023-07-14	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	111303	Indirect
Common Stock	400	Indirect

Footnotes

F1: All of the shares being sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options.

F2: Price reflects the weighted average purchase price for multiple transactions ranging from $37.50 to $37.56 per share, inclusive. The Reporting Person undertakes to provide, upon request by the Commission Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.

F3: Reflects an antidilution adjustment to the number of options (originally granted on July 15, 2013 and expiring July 14, 2023, for 139,632 shares at an exercise price of $36.89 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 139,682.

F4: These stock options became exercisable as to 40% on July 15, 2014, 30% on July 15, 2015, and 30% on July 15, 2016.