SEC Form 4 · accession 0001209191-17-044099
CONAGRA BRANDS INC. · CAG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen G Butler
Director
Period of report
Jul 3, 2017
Accepted (ET)
Jul 6, 2017 · 4:44 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000023217
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 3, 2017 | A | 930 | $35.76 | A | 105,888 | D | |
| Common Stock | Jul 3, 2017 | M | 12,092 | $19.22 | A | 117,980 | D | |
| Common StockF3,F4 | Jul 3, 2017 | S | 5,848 | $35.8048 | D | 112,132 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Options (right to buy)F5 | $19.22 | Jul 3, 2017 | M | 12,092 | D | Mar 27, 2008 | Sep 26, 2017 | Common Stock | 12,092 | 0 | D |
Explanation of responses
- F1Represents the right to receive 930 shares in connection with the payment of the Reporting Person's director's fees, which fees have been deferred under the Issuer's Directors' Deferred Compensation Plan (the "Plan"). These shares will be distributed to the Reporting Person in accordance with his election under the Plan; deferred amounts may not be transferred from the Plan until the time specified in his election.
- F2Includes 285 shares acquired through a dividend equivalent reinvestment feature under the Plan and 23 shares acquired through dividend equivalent rights under the Issuer's 2014 Stock Plan, in each case since the date of the Reporting Person's last report.
- F3All 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 26, 2017.
- F4Price reflects the weighted average sale price for multiple transactions that ranged from $35.80 to $35.8150 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.
- F5Reflects an antidilution adjustment to the number of options (originally granted on September 27, 2007 and expiring September 26, 2017, for 9,000 shares at an exercise price of $25.82 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 9,000.