Sec Form 4 Filing - McGough Thomas M @ CONAGRA BRANDS INC. - 2021-03-19

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
McGough Thomas M
2. Issuer Name and Ticker or Trading Symbol
CONAGRA BRANDS INC. [ CAG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & Co-COO
(Last) (First) (Middle)
C/O CONAGRA BRANDS, INC., 222 W. MERCHANDISE MART PLAZA, STE 1300
3. Date of Earliest Transaction (MM/DD/YY)
03/19/2021
(Street)
CHICAGO, IL60654
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/19/2021 M( 1 ) 45,660 A $ 23 102,000.66 D
Common Stock 03/19/2021 S( 1 ) 45,660 ( 2 ) D $ 37.55 ( 3 ) 56,340.66 D
Common Stock 03/19/2021 S( 4 ) 13,010 D $ 37.53 ( 5 ) 111,303 I By Trust
Common Stock 400 I By Wife
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 23 03/19/2021 M 45,660 ( 6 ) 07/13/2024 Common Stock 45,660 $ 0 135,951 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McGough Thomas M
C/O CONAGRA BRANDS, INC.
222 W. MERCHANDISE MART PLAZA, STE 1300
CHICAGO, IL60654
EVP & Co-COO
Signatures
/s/ Uche Ndumele, Attorney-in-fact 03/19/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The exercise and sale were affected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person during an open trading window.
( 2 )All of the shares sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options.
( 3 )Price reflects the weighted average purchase price for multiple transactions ranging from $37.50 to $37.65 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.
( 4 )The shares were sold pursuant to a Rule 10b5-1 trading plan entered into during an open trading window.
( 5 )Price reflects the weighted average purchase price for multiple transactions ranging from $37.5 to $37.64 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.
( 6 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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