CONAGRA BRANDS INC. — Director's Dealing 2013

Apr 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2013-04-01

Reporting Person: BUTLER STEPHEN G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-01	Common Stock	A	777	$35.81	Acquired	42868	Direct

Footnotes

F1: Represents the right to receive 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.

F2: Includes 292 additional shares of the Issuer's common stock acquired through the Issuer's dividend reinvestment plan since the date of the Reporting Person's last report.