CONAGRA BRANDS INC. — Director's Dealing 2012

May 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2012-05-27

Reporting Person: Maass Paul T (President, Commercial)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-27	Common Stock	M	13403	—	Acquired	23612	Direct
2012-05-27	Common Stock	D	13403	$25.25	Disposed	10209	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-27	Deferral Interests	$	M	13403	Disposed	2012-05-27	Common Stock (13403)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4554	Indirect

Footnotes

F1: Each deferral interest was the economic equivalent of one share of ConAgra Foods, Inc. common stock, which was settled on a mandatory basis for cash on the vesting date.

F2: Between September 26, 2011 and May 27, 2012, the reporting person acquired 78 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 May 25, 2012.