CONAGRA BRANDS INC. — Director's Dealing 2012

Jan 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2011-12-30

Reporting Person: Hawaux Andre J (President, Consumer Foods)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-30	Common Stock	M	80000	$21.26	Acquired	230192	Direct
2011-12-30	Common Stock	S	50500	$26.513	Disposed	179692	Direct
2011-12-30	Common Stock	S	29500	$26.4323	Disposed	150192	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-30	Employee Stock Option (right to buy)	$21.26	M	80000	Disposed	2015-07-15	Common Stock (80000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	550	Indirect

Footnotes

F1: All of the shares being sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options.

F2: Price reflects the weighted average sale price for multiple transactions that ranged from $26.50 to $26.53 per share. The Reporting Person undertakes to provide, upon request by the Commission Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: Price reflects the weighted average sale price for multiple transactions that ranged from $26.43 to $26.44 per share. The Reporting Person undertakes to provide, upon request by the Commission Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

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