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CONAGRA BRANDS INC. Director's Dealing 2013

May 30, 2013

30694_dirs_2013-05-30_983dcadc-6cb9-4c0e-9327-bc6c333d773a.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2013-05-28

Reporting Person: STINSON KENNETH E (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-05-29 Common Stock M 4867 Acquired 73352 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-05-28 Restricted Stock Units $0.00 A 3950 Acquired Common Stock (3950) Direct
2013-05-29 Restricted Stock Units $0.00 M 4867 Disposed Common Stock (4867) Direct

Footnotes

F1: The restricted stock units were granted on May 29, 2012 and vested on May 29, 2013. Each restricted stock unit represented the contingent right to receive one share of the Issuer's common stock on the vesting date.

F2: Includes 124 additional shares of the Issuer's common stock acquired through dividend equivalent rights.

F3: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock on the vesting date.

F4: Restricted stock units vest on May 28, 2014, or earlier upon certain events.