SEC Form 4 · accession 0001209191-18-002727
CONAGRA BRANDS INC. · CAG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert G Wise
Officer — SVP, Corporate Controller
Period of report
Jan 4, 2018
Accepted (ET)
Jan 8, 2018 · 4:38 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 | Jan 4, 2018 | M | 23,170 | $23.00 | A | 51,859 | D | |
| Common StockF1,F2 | Jan 4, 2018 | S | 23,170 | $37.8738 | D | 28,689 | 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 | Jan 4, 2018 | M | 23,170 | D | — | Jul 13, 2024 | Common Stock | 23,170 | 0 | D |
Explanation of responses
- F1All of the shares being sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options.
- F2Price reflects the weighted average sale price for multiple transactions that ranged from $37.8450 to $37.9050 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 57,482 shares at an exercise price of $30.89 per share, of which options for 17,245 remained outstanding immediately prior to the adjustment) held by the Reporting Person and the exercise price thereof. This 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 23,170 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.