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CONAGRA BRANDS INC. Director's Dealing 2004

Jul 13, 2004

30694_dirs_2004-07-13_57a539d0-111b-4c1a-8242-6bbf064c800f.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2004-07-09

Reporting Person: Gehring John (Sr VP & Controller)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 6476 Direct
Common Stock 465 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Share Equivalent Units $ Common Stock (2221) Direct
Share Equivalent Units $ Common Stock (8215) Direct
Share Equivalent Units $ Common Stock (8215) Direct
Share Equivalent Units $ Common Stock (20000) Direct
Options (right to buy) $24.19 2012-02-13 Common Stock (20000) Direct
Options (right to buy) $25.36 2012-07-11 Common Stock (8883) Direct

Footnotes

F1: Share equivalent units vest on May 27, 2007, or earlier upon certain events.

F2: Share equivalent units vest on May 25, 2008, or earlier upon certain events.

F3: Converted to common stock on a one-for-one basis on employment termination or death.

F4: 1-for1.

F5: Options vest 20% per year beginning February 14, 2002.

F6: Options vest 40% as of July 12, 2003; 30% as of July 12, 2004; and 30% as of July 12, 2005.

F7: To be settled on a 1-for-1 basis in cash.

F8: Share equivalent units vest on May 6, 2009, or earlier upon certain events.