CONAGRA BRANDS INC. — Director's Dealing 2012

Sep 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2012-09-24

Reporting Person: BAY MOGENS C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-24	Common Stock	M	9000	$25.90	Acquired	56777	Direct
2012-09-24	Common Stock	S	8600	$27.3015	Disposed	48177	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-24	Director Stock Options (right to buy)	$25.90	M	9000	Disposed	2012-09-25	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 stock options that were scheduled to expire on September 25, 2012.