CONAGRA BRANDS INC. — Director's Dealing 2012

Jul 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2012-07-15

Reporting Person: Wise Robert G (VP, Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-15	Common Stock	M	3540	$0.00	Acquired	3540	Direct
2012-07-15	Common Stock	F	1114	$25.28	Disposed	2426	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-15	Restricted Stock Units	$0.00	M	3540	Disposed		Common Stock (3540)	Direct
2012-07-16	Restricted Stock Units	$0.00	A	7000	Acquired		Common Stock (7000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1.2879	Indirect

Footnotes

F1: ConAgra Foods deducted these shares from the total shares vested to satisfy statutory tax withholding amounts.

F2: Between January 17, 2012 and July 15, 2012, the reporting person acquired .7428 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 July 6, 2012.

F3: The restricted stock units were granted on July 15, 2009 and vested on July 15, 2012. Each unit represented the right to receive one share of ConAgra Foods common stock on the vesting date.

F4: Each restricted stock unit represents a contingent right to receive one share of ConAgra Foods common stock upon settlement.

F5: Restricted stock units vest on July 16, 2015, or earlier upon certain events.