Form 4 CONAGRA BRANDS INC. For: Aug 07 Filed by: LENNY RICHARD H

August 8, 2019 5:38 PM
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
LENNY RICHARD H

(Last) (First) (Middle)
C/O CONAGRA BRANDS, INC.
222 W. MERCHANDISE MART PLAZA, STE 1300

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CONAGRA BRANDS INC. [ CAG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 08/07/2019 M 20,153 A $ 15.98 88,125.40 (1) D
Common Stock 08/07/2019 S 20,153 (2) D $ 27.2722 (3) 67,972.40 D
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Director Stock Options (right to buy) $ 15.98 (4) 08/07/2019 M 20,153 (4) 03/25/2010 09/24/2019 Common Stock 20,153 $ 0 0 D
Explanation of Responses:
1. Includes 270.32 shares acquired since the date of the Reporting Person's last report through dividend equivalent reinvestment.
2. All of the shares being sold were acquired by the Reporting Person within the past two business days upon exercise of stock options that were due to expire on September 24, 2019.
3. Price reflects the weighted average sale price for multiple transactions that ranged from $27.08 to $27.49 per share. 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 sold at each separate price.
4. Reflects an antidilution adjustment to the number of options (originally granted on September 25, 2009 and expiring September 24, 2019, for 15,000 shares at an exercise price of $21.47 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 15,000.
Remarks:
Exhibit 24 - Power of Attorney is attached.
/s/ Christine M. Herbas, Attorney-in-fact 08/08/2019
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                                                                      Exhibit 24

                                        CONAGRA
                                         BRANDS

                                  POWER OF ATTORNEY

            Know all by these presents that the undersigned hereby constitutes
and appoints each of Colleen Batcheler, Gabriela Gutierrez, Christine Herbas and
Uche Ndumele, or any of them signing singly, and with full power of
substitution, the undersigned's true and lawful attorney-in-fact to:

     1.     prepare, execute in the undersigned's name and on the undersigned's
            behalf, and submit to the U.S. Securities and Exchange Commission
            (the "SEC") a Form ID, including amendments thereto, and any other
            documents necessary or appropriate to obtain codes and passwords
            enabling the undersigned to make electronic filings with the SEC
            of reports required by Section 16(a) of the Securities Exchange Act
            of 1934 or any rule or regulation of the SEC;

     2.     execute for and on behalf of the undersigned, in the undersigned's
            capacity as an officer and/or director of Conagra Brands, Inc.
            (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a)
            of the Securities Exchange Act of 1934 ("Section 16") and the rules
            thereunder, and Form 144 ("Form 144") pursuant to Rule 144 under the
            Securities Act of 1933 ("Rule 144") and the rules thereunder;

     3.     do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Form 3, 4, 5, or 144, complete and execute any amendment or
            amendments thereto, and timely file such form with the SEC and any
            stock exchange or similar authority; and

     4.     take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed
            by such attorney-in-fact on behalf of the undersigned pursuant to
            this Power of Attorney shall be in such form and shall contain such
            terms and conditions as such attorney-in-fact may approve in such
            attorney-in-fact's discretion.

            The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted.  The undersigned
acknowledges that each of the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, is not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16
and Rule 144.

            This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, 5, and 144 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

                                     *****

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of July, 2019.


                                       /s/ Richard H. Lenny
                                       ---------------------------------------
                                       Richard H. Lenny

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