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: Maass Paul T (President, Commercial)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-24	Common Stock	M	7000	$25.90	Acquired	17209	Direct
2012-09-24	Common Stock	S	6819	$27.45	Disposed	10390	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-24	Employee Stock Options (right to buy)	$25.90	M	7000	Disposed	2012-09-25	Common Stock (7000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4639	Indirect

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.

F2: Between May 25, 2012 and September 14, 2012, the reporting person acquired 85 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 September 14, 2012.

F3: 7,000 options granted on 9/26/2002. 40% became exercisable on 9/26/2003, 30% became exercisable on 9/26/2004 and 30% became exercisable on 9/26/2005.