CONAGRA BRANDS INC. — Director's Dealing 2012

Jan 19, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2012-01-17

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0.5451	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$27.52	2014-07-08	Common Stock (5000)		Direct
Employee Stock Options (right to buy)	$22.99	2015-07-07	Common Stock (4000)		Direct
Employee Stock Options (right to buy)	$26.80	2014-07-16	Common Stock (10000)		Direct
Employee Stock Options (right to buy)	$21.26	2015-07-15	Common Stock (12000)		Direct
Employee Stock Options (right to buy)	$19.05	2016-07-14	Common Stock (17700)		Direct
Employee Stock Options (right to buy)	$23.90	2017-07-19	Common Stock (6600)		Direct
Restricted Stock Units	$		Common Stock (3540)		Direct
Restricted Stock Units	$		Common Stock (3960)		Direct
Restricted Stock Units	$		Common Stock (5000)		Direct

Footnotes

F1: Options vested 40% on May 29, 2005, 30% on May 28, 2006, and 30% on May 27, 2007.

F2: Options vested 40% on May 28, 2006, 30% on May 27, 2007, and 30% on May 25, 2008.

F3: Options vested 40% on May 25, 2008, 30% on May 31, 2009, and 30% on May 30, 2010.

F4: Options vested 40% on July 16, 2009, 30% on July 16, 2010, and 30% on July 16, 2011.

F5: Options vested 40% on July 15, 2010 and 30% on July 15, 2011, and will vest 30% on July 15, 2012.

F6: Options vested 40% on July 20, 2011, and will vest 30% on July 20, 2012 and 30% on July 20, 2013.

F7: Restricted stock units vest 100% on July 15, 2012.

F8: Each unit is the economic equivalent of one share of ConAgra Foods common stock and will be settled in ConAgra Foods common stock on the vesting date.

F9: Restricted stock units vest 100% on July 20, 2013.

F10: Restricted stock units vest 100% on July 11, 2014.