CONAGRA BRANDS INC. — Director's Dealing 2013

Jul 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2013-07-01

Reporting Person: MARSHALL RUTH ANN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-01	Common Stock	A	701	$34.93	Acquired	38230.501	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	750	Indirect

Footnotes

F1: Represents the right to receive 487 shares based on the Reporting Person's deferral of director's fees into the stock account under the Issuer's Directors' Deferred Compensation Plan. Shares will be issued based on the Reporting Person's deferral election, and the Reporting Person may not transfer deferred amounts out of the stock account. Also includes 214 shares acquired through a dividend equivalent reinvestment feature since the date of the Reporting Person's last report.

F2: Includes 37 additional shares of the Issuer's common stock acquired through dividend equivalent rights. Also includes 47.4 shares acquired through a dividend equivalent reinvestment feature since the date of the Reporting Person's last report.