CONAGRA BRANDS INC. — Director's Dealing 2012

Jun 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2012-05-31

Reporting Person: MARSHALL RUTH ANN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-31	Common Stock	M	5014	—	Acquired	31034.424	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-31	Restricted Stock Units	$0.00	M	5014	Disposed		Common Stock (5014)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	750	Indirect

Footnotes

F1: The restricted stock units were granted on May 31, 2011 and vested on May 31, 2012. Each restricted stock unit represented the right to receive one share of the Issuer's common stock on the vesting date.

F2: Includes 234.265 additional shares of the Issuer's common stock acquired through the Issuer's dividend reinvestment plan on March 6, 2012 and April 2, 2012 and 192 additional shares of the Issuer's common stock acquired through dividend equivalent rights.