CONAGRA BRANDS INC. — Director's Dealing 2013

Jan 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2012-12-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-28	Common Stock	M	5000	$19.05	Acquired	7426	Direct
2012-12-28	Common Stock	S	3844	$29.41	Disposed	3582	Direct
2012-12-31	Common Stock	M	4200	$19.05	Acquired	7782	Direct
2012-12-31	Common Stock	S	3231	$29.38	Disposed	4551	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-28	Employee Stock Options (right to buy)	$19.05	M	5000	Disposed	2016-07-14	Common Stock (5000)	Direct
2012-12-31	Employee Stock Options (right to buy)	$19.05	M	4200	Disposed	2016-07-14	Common Stock (4200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1.3096	Indirect

Footnotes

F1: These exercises of stock options reported in this Form 4 relate to the Reporting Person's acquisition and sale of shares, as part of the process of exercising stock options that were scheduled to expire in July 2016.

F2: All of the shares being sold were acquired by the Reporting Person upon the exercise of stock options.

F3: Between July 7, 2012 and December 21, 2012, the reporting person acquired 0.0217 shares of ConAgra Foods, Inc. common stock under the 401(k) plan. The information in this report is based on a plan statement date of December 21, 2012.

F4: These stock options became exercisable as to 40% on July 15, 2010, 30% on July 15, 2011, and 30% on July 15, 2012.