CONAGRA BRANDS INC. — Director's Dealing 2012

Dec 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2012-12-24

Reporting Person: Hawaux Andre J (President, Consumer Foods)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-24	Common Stock	M	30000	$25.76	Acquired	180192	Direct
2012-12-24	Common Stock	S	30000	$29.688	Disposed	150192	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-24	Employee Stock Option (right to buy)	$25.76	M	30000	Disposed	2013-11-30	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	550	Indirect

Footnotes

F1: This exercise of stock options reported in this Form 4 relates to the Reporting Person's acquisition and sale of shares, as part of the process of exercising stock options that were scheduled to expire in November 2013.

F2: All of the shares being sold were acquired by the Reporting Person upon the exercise of stock options.

F3: Price reflects a weighted average sale price for multiple transactions ranging from $29.68 to $29.71 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F4: These stock options became exercisable as to 40% on December 1, 2007, 30% on December 1, 2008 and 30% on December 1, 2009.