Statement of Changes in Beneficial Ownership (4)

FORM 4

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

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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

1. Name and Address of Reporting Person * MARBERGER DAVID S	2. Issuer Name and Ticker or Trading Symbol CONAGRA BRANDS INC. [ CAG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) EVP and CFO
(Last)          (First)          (Middle) C/O CONAGRA BRANDS, INC., 222 W. MERCHANDISE MART PLAZA, STE 1300	3. Date of Earliest Transaction (MM/DD/YYYY) 7/22/2021
(Street) CHICAGO, IL 60654 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	7/23/2021		A		60689 (1)	A	$0.00	156200	D
Common Stock	7/23/2021		F(2)		26885	D	$34.25	129315	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	7/22/2021		A		14266		(4)	(4)	Common Stock	14266	$0.00	14266	D

Explanation of Responses:
(1)	The shares acquired were earned under the Conagra Brands fiscal year 2019-2021 long term incentive plan and include dividend equivalents paid in additional shares of common stock on the earned amount.
(2)	26,885 shares were withheld automatically in order to satisfy the tax liability that arose upon the vesting person's shares.
(3)	Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock upon settlement.
(4)	Restricted stock units vest on July 22, 2024, or earlier upon certain events.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MARBERGER DAVID S C/O CONAGRA BRANDS, INC. 222 W. MERCHANDISE MART PLAZA, STE 1300 CHICAGO, IL 60654			EVP and CFO

Signatures
/s/ Uche Ndumele, Attorney-in-fact		7/26/2021
**Signature of Reporting Person		Date