CAMPBELL'S Co — Director's Dealing 2011

Dec 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAMPBELL SOUP CO (CPB)
CIK: 0000016732
Period of Report: 2011-11-28

Reporting Person: MALONE MARY ALICE (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-28	Common Stock	G	550046	$0.00	Disposed	0	Indirect
2011-11-28	Common Stock	G	384247	$0.00	Disposed	13230543	Indirect
2011-12-06	Common Stock	M	5825	$29.85	Acquired	39882899	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-06	Stock Option	$29.85	M	5825	Disposed	2012-01-01	Common Stock (5825)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	76491	Indirect

Footnotes

F1: Upon termination of a grantor retained annuity trust on November 28, 2011, 550,056 shares were transferred to a follow-on trust for the benefit of the reporting person's children, the trusee of which is an unrelated third-party. The reporting person does not have a beneficial or pecuniary interest in the shares held by the follow-on trust and does not have voting or dispositive power with respect to those shares.

F2: Shares held indirectly by Contango LP ("Contango"). Contango is a limited partnership and Hera LLC, of which the reporting person is the sole member, is the general partner. The reporting person disclaims beneficial ownership of all of the above shares except to the extent of her pecuniary interest therein.

F3: Shares held by trusts for children. The reporting person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein.

F4: The options vested cumulatively over three years at the rate of 30%, 60%, 100% respectively on the first three anniversaries of the Grant Date.