CONAGRA BRANDS INC. — Director's Dealing 2021

Mar 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA BRANDS INC. (CAG)
CIK: 0000023217
Period of Report: 2021-03-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-16	Common Stock	M	24340	$23.00	Acquired	80680.66	Direct
2021-03-16	Common Stock	S	24340	$37.50	Disposed	56340.66	Direct
2021-03-16	Common Stock	S	13010	$37.50	Disposed	124313	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-16	Employee Stock Option (right to buy)	$23.00	M	24340	Disposed	2024-07-13	Common Stock (24340)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	400	Indirect

Footnotes

F1: The exercise and sale were affected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person during an open trading window.

F2: All of the shares sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options.

F3: Price reflects the weighted average purchase price for multiple transactions ranging from $37.50 to $37.51 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.

F4: The shares were sold pursuant to a 10b5-1 trading plan entered into during an open trading window.

F5: Price reflects the weighted average purchase price for multiple transactions ranging from $37.50 to $37.515 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.

F6: Reflects an antidilution adjustment to the number of options (originally granted on July 14, 2014 and expiring July 13, 2024, for 153,285 shares at an exercise price of $30.89 per share) held by the Reporting Person and the exercise price thereof, 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 153,285.

F7: These stock options, originally covering 205,951 shares (on a post-Spinoff basis), became exercisable as to 40% on July 14, 2015, 30% on July 14, 2016, and 30% on July 14, 2017.