CONAGRA BRANDS INC. — Director's Dealing 2011

Sep 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2011-09-26

Reporting Person: STINSON KENNETH E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-26	Common Stock	M	9000	$22.00	Acquired	56600	Direct
2011-09-26	Common Stock	S	8316	$23.8111	Disposed	48284	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-26	Director Stock Options (right to buy)	$22.00	M	9000	Disposed	2011-09-26	Common Stock (9000)	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 a stock option that was scheduled to expire on September 26, 2011.