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: Batcheler Colleen (EVP Gen Counsel & Corp Secty)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-24	Common Stock	M	80000	$20.76	Acquired	113283	Direct
2012-09-24	Common Stock	M	40000	$19.05	Acquired	153283	Direct
2012-09-24	Common Stock	S	99816	$27.225	Disposed	53467	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-24	Employee Stock Options (right to buy)	$20.76	M	80000	Disposed	2015-07-17	Common Stock (80000)	Direct
2012-09-24	Employee Stock Options (right to buy)	$19.05	M	40000	Disposed	2016-07-14	Common Stock (40000)	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.

F2: Price reflects the weighted average sale price for multiple transactions that ranged from $27.19 to $27.33 per share. The reporting person undertakes to provide, upon request by the Commission Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: 80,000 options granted on 7/18/2008. 40% became exercisable on 7/18/2009, 30% became exercisable on 7/18/2010 and 30% became exercisable on 7/18/2011.

F4: 80,000 options granted on 7/15/2009. 40% became exercisable on 7/15/2010, 30% became exercisable on 7/15/2011 and 30% became exercisable on 7/15/2012.