CONAGRA BRANDS INC. — Director's Dealing 2011

Dec 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2011-12-22

Reporting Person: Gehring John (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-22	Common Stock	M	20000	$24.19	Acquired	161039	Direct
2011-12-22	Common Stock	M	8883	$25.36	Acquired	169922	Direct
2011-12-22	Common Stock	M	80000	$22.00	Acquired	249922	Direct
2011-12-22	Common Stock	S	108883	$26.3678	Disposed	141039	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-22	Employee Stock Options (right to buy)	$24.19	M	20000	Disposed	2012-02-13	Common Stock (20000)	Direct
2011-12-22	Employee Stock Options (right to buy)	$25.36	M	8883	Disposed	2012-07-11	Common Stock (8883)	Direct
2011-12-22	Employee Stock Options (right to buy)	$22.00	M	80000	Disposed	2013-07-13	Common Stock (80000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	644	Indirect

Footnotes

F1: All of the shares being sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options.

F2: Price reflects the weighted average sale price for multiple transactions that ranged from $26.4725 to $26.32 per share. The Reporting Person undertakes to provide, upon request by the Commission Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: 20% became exercisable on 2/14/2002, 20% became exercisable on 2/14/2003, 20% became exercisable on 2/14/2004, 20% became exercisable on 2/14/2005, and 20% became exercisable on 2/14/2006.

F4: 40% became exercisable on 7/12/2003, 30% became exercisable on 7/12/2004, and 30% became exercisable on 7/12/2005.

F5: 40% became exercisable on 7/13/2007, 30% became exercisable on 7/13/2008, and 30% became exercisable on 7/13/2009.