CONAGRA BRANDS INC. — Director's Dealing 2011

Jun 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2011-05-29

Reporting Person: Maass Paul T (President, Commercial)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-29	Common Stock	M	37552	—	Acquired	41111	Direct
2011-05-29	Common Stock	D	37552	$25.04	Disposed	3559	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-29	Deferral Interests	$	M	37552	Disposed	2011-05-29	Common Stock (37552)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4396	Indirect

Footnotes

F1: Each deferral interest was the economic equivalent of one share of ConAgra Foods, Inc. common stock, which was settled on a mandatory basis for cash on the vesting date.

F2: Between October 14, 2010 and May 29, 2011, the reporting person acquired 82 shares of ConAgra Foods, Inc. common stock under the 401(k) plan. The information in this report is based on a plan statement date of May 27, 2011.