SEC Info - Jana Partners LLC - ‘4’ for 1/7/20 re: Conagra Brands Inc.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JANA PARTNERS LLC

(Last)

(First)

(Middle)

767 FIFTH AVENUE, 8TH FLOOR

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONAGRA BRANDS INC. [ CAG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
1/7/20

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $5 per share ("Common Stock")	1/7/20		S		420,926	D	$32.56 ⁽¹⁾	14,540,791	I	See footnote ⁽⁵⁾
Common Stock	1/8/20		S		858,141	D	$31.99 ⁽²⁾	13,682,650	I	See footnote ⁽⁵⁾
Common Stock	1/9/20		S		1,327,273	A	$32.21 ⁽³⁾	12,355,377	I	See footnote ⁽⁵⁾
Common Stock	1/9/20		J		624,821	A	$32.21 ⁽⁴⁾	11,730,556	I	See footnote ⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

(1) These transactions relate to the disposition of Common Stock relating to the Pinnacle Foods Inc. acquisition. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.53 to $32.80, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

(2) These transactions relate to the disposition of Common Stock relating to the Pinnacle Foods Inc. acquisition. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.97 to $32.19, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

(3) These transactions relate to the disposition of Common Stock relating to the Pinnacle Foods Inc. acquisition. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.16 to $32.27, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

(4) This reflects a non-transactional transfer in beneficial ownership. The price above reflects the market price on January 9, 2020. The Reporting Person disclaims any pecuniary interest in such shares.

(5) JANA 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.

	s/ JANA Partners LLC, by Jennifer Fanjiang, Chief Legal Officer and Chief Compliance Officer	1/9/20
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Codes:
J	Other acquisition or disposition.
S	Open market or private sale of non-derivative or derivative security.

Jana Partners LLC – ‘4’ for 1/7/20 re: Conagra Brands Inc.

On: Thursday, 1/9/20, at 7:01pm ET · For: 1/7/20 · Accession #: 902664-20-124 · File #: 1-07275

Previous ‘4’: ‘4’ on 7/3/19 for 7/1/19 · Next: ‘4’ on 1/10/20 for 1/9/20 · Latest: ‘4’ on 9/8/23 for 9/6/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Jana Partners LLC – ‘4’ for 1/7/20 re: Conagra Brands Inc.

On: Thursday, 1/9/20, at 7:01pm ET · For: 1/7/20 · Accession #: 902664-20-124 · File #: 1-07275

Previous ‘4’: ‘4’ on 7/3/19 for 7/1/19 · Next: ‘4’ on 1/10/20 for 1/9/20 · Latest: ‘4’ on 9/8/23 for 9/6/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents