SEC Form 4 · accession 0001209191-17-057137
CONAGRA BRANDS INC. · CAG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Colleen Batcheler
Officer — EVP Gen Counsel & Corp Secty
Period of report
Oct 13, 2017
Accepted (ET)
Oct 17, 2017 · 2:53 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 Stock | Oct 13, 2017 | M | 133,869 | $23.00 | A | 297,014 | D | |
| Common StockF1,F2 | Oct 13, 2017 | S | 133,869 | $34.278 | D | 163,145 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (right to buy)F3,F4 | $23.00 | Oct 13, 2017 | M | 133,869 | D | — | Jul 13, 2024 | Common Stock | 133,869 | 72,082 | D |
Explanation of responses
- F1All of the shares being sold were acquired by the Reporting Person within the past two business days upon exercise of stock options.
- F2Price reflects the weighted average sale price for multiple transactions that ranged from $34.20 to $34.38 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.
- F3Reflects an antidilution adjustment to the number of options (originally granted on July 14, 2014 and expiring July 13, 2024, for 153,285 shares at an exercise price of $30.89 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 153,285.
- F4These 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.