X0306 4 2017-03-29 0 0000023217 CONAGRA BRANDS INC. CAG 0001262116 MARSHALL RUTH ANN C/O CONAGRA BRANDS, INC. 222 W. MERCHANDISE MART PLAZA, STE 1300 CHICAGO IL 60654 1 0 0 0 Common Stock 2017-03-29 4 M 0 6046 19.22 A 83769.324 D Common Stock 2017-03-29 4 S 0 6046 40.61 D 77723.324 D Common Stock 750 I Living Trust Director Stock Options (right to buy) 19.22 2017-03-29 4 M 0 6046 0.00 D 2008-03-27 2017-09-26 Common Stock 6046 6046 D Reflects an antidilution adjustment to (i) the number of options the Reporting Person received pursuant to the grant and (ii) the exercise price of such options, which antidilution adjustment was made in connection with the spinoff of Lamb Weston Holdings, Inc. from the Issuer on November 9, 2016 (the "Spinoff"). The original grant was made on September 27, 2007 and consisted of 9,000 options (all of which were vested and outstanding as of the Spinoff) at an exercise price of $25.82. Includes 11.089 shares acquired since the date of the Reporting Person's last report through a dividend equivalent reinvestment feature under the Directors' Deferred Compensation Plan. All of the shares being sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options. /s/ Christine Herbas, attorney-in-fact 2017-03-31