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: Batcheler Colleen (EVP Gen Counsel & Corp Secty)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-22	Common Stock	M	20000	$22.00	Acquired	51199	Direct
2011-12-22	Common Stock	S	17916	$26.3239	Disposed	33283	Direct

Derivative Transactions

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

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 $26.35 to $26.3016 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: 40% became exercisable on 7/13/2007, 30% became exercisable on 7/13/2008, 30% became exercisable on 7/13/2009.