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CONAGRA BRANDS INC. Director's Dealing 2005

Jan 12, 2005

30694_dirs_2005-01-12_5e861273-6586-43c0-9c92-8e5b265fbbf6.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: 2005-01-03

Reporting Person: Adams Kevin P (EVP Operational Support)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 30000 Direct
Common Stock 925 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Share Equivalent Units $0 Common Stock (6345) Direct
Share Equivalent Units $0 Common Stock (16430) Direct
Share Equivalent Units $0 Common Stock (17766) Direct
Share Equivalent Units $0 Common Stock (17626) Direct
Share Equivalent Units $0 Common Stock (18122) Direct
Options (right to buy) $13.713 2008-09-27 Common Stock (20526) Direct
Options (right to buy) $14.571 2009-06-03 Common Stock (7498) Direct
Options (right to buy) $13.942 2010-05-02 Common Stock (3282) Direct
Options (right to buy) $22.00 2011-09-26 Common Stock (20000) Direct
Options (right to buy) $25.36 2012-07-11 Common Stock (25380) Direct
Deferral Interests $ Common Stock (10506) Direct

Footnotes

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

F2: Converted to common stock on a one-for-one basis on vesting, employment termination or death.

F3: Share equivalent units vest on May 25, 2008, or earlier upon certain events.

F4: Share equivalent units vest on May 31, 2009, or earlier upon certain events.

F5: To be settled on a one-for-one basis in cash on vesting, employment termination or death.

F6: Options vest 20% per year, beginning September 27, 2001.

F7: Options vest 40% as of July 12, 2003; 30% as of July 12, 2004; and 30% as of July 12, 2005.

F8: Accrued pursuant to deferred compensation plan; deferral interests convert to common stock on a one-for-one basis on employment termination or death.