SEC Form 4 · accession 0001209191-17-063278
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
Nov 29, 2017
Accepted (ET)
Dec 1, 2017 · 5:51 pm EST
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 | Nov 29, 2017 | M | 48,369 | $18.42 | A | 211,514 | D | |
| Common Stock | Nov 29, 2017 | M | 72,082 | $23.00 | A | 283,596 | D | |
| Common StockF2 | Nov 29, 2017 | S | 120,451 | $37.50 | 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 | $18.42 | Nov 29, 2017 | M | 48,369 | D | — | Jul 16, 2022 | Common Stock | 48,369 | 0 | D |
| Employee Stock Options (right to buy)F5,F6 | $23.00 | Nov 29, 2017 | M | 72,082 | D | — | Jul 13, 2024 | Common Stock | 72,082 | 0 | D |
Explanation of responses
- F1Shares sold pursuant to a predefined Rule 10b5-1 trading plan.
- F2All of the shares being sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options.
- F3Reflects an antidilution adjustment to the number of options (originally granted on July 16, 2012 and expiring July 16, 2022, for 120,000 shares at an exercise price of $24.74 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").
- F4These stock options, which covered 48,369 shares immediately following the Spinoff, became exercisable as to 40% on July 16, 2013, 30% on July 16, 2014, and 30% on July 16, 2015.
- F5Reflects 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.
- F6These stock options, which covered 205,951 shares immediately following the Spinoff, became exercisable as to 40% on July 14, 2015, 30% on July 14, 2016, and 30% on July 14, 2017.