SEC Form 4 · accession 0000902664-19-001364
CONAGRA BRANDS INC. · CAG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
JANA PARTNERS LLC
Director · Other
Period of report
Mar 1, 2019
Accepted (ET)
Mar 4, 2019 · 5:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000023217
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F4,F2,F3 | $0.00 | Mar 1, 2019 | A | 2,228 | A | — | — | Common Stock | 2,228 | 2,228 | D |
Explanation of responses
- F1Restricted stock units ("RSUs") issued to Scott Ostfeld, a partner of JANA Partners LLC ("JANA"), who currently serves on the board of directors of the Issuer. Mr. Ostfeld has assigned the RSUs and all other compensation he will receive as a director of the Issuer to JANA and such RSUs and compensation has been, or will be, transferred directly to JANA.
- F2Each RSU represents a contingent right to receive one share of the Issuer's common stock on the vesting date.
- F3RSUs vest on March 1, 2020 or earlier upon certain events.
- F4JANA is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. Barry Rosenstein is the Managing Partner of JANA. JANA and Barry Rosenstein disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein.
Remarks
JANA may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. Ostfeld currently serves on the board of directors of the Issuer.