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: MESSEL SCOTT E (SVP, Treasurer&Asst. Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-24	Common Stock	M	10000	$19.05	Acquired	84276	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-24	Employee Stock Options (right to buy)	$19.05	M	10000	Disposed	2016-07-14	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3333	Indirect

Footnotes

F1: Between March 30, 2012 and September 14, 2012, the reporting person acquired 60 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.

F2: 60,000 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.