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CONAGRA BRANDS INC. Director's Dealing 2012

Sep 26, 2012

30694_dirs_2012-09-26_ab0b1420-d5ad-47ef-b47e-ece97cf5317d.zip

Director's Dealing

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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: JURGENSEN WILLIAM G (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-09-24 Common Stock M 9000 $25.90 Acquired 84651 Direct
2012-09-24 Common Stock S 8525 $27.4402 Disposed 76126 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: Includes 268 additional shares of the Issuer's common stock acquired through the Issuer's dividend reinvestment plan on July 2, 2012.

F2: 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.

F3: Price reflects the weighted average sale price for multiple transactions that ranged from $27.44 to $27.445 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.