CONAGRA BRANDS INC. — Director's Dealing 2012

Nov 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2012-11-05

Reporting Person: RODKIN GARY M (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-05	Common Stock	M	50000	$22.00	Acquired	650736	Direct
2012-11-05	Common Stock	S	50000	$27.8869	Disposed	600736	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-05	Employee Stock Options (right to buy)	$22.00	M	50000	Disposed	2013-07-12	Common Stock (50000)	Direct

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 July 2013. The exercise and sale were effected pursuant to a previously disclosed Rule 10b5-1 trading plan adopted by the Reporting Person on September 25, 2012.

F2: All of the shares being sold were acquired by the Reporting Person upon the exercise of stock options. The Reporting Person continues to significantly exceed his stock ownership guideline of six times his base salary.

F3: Price reflects a weighted average sale price for multiple transactions ranging from $27.76 to $28.02 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 May 27, 2007, 30% on May 25, 2008, and 30% on May 31, 2009.