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: MESSEL SCOTT E (SVP, Treasurer&Asst. Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-28	Common Stock	M	3000	$19.05	Acquired	87276	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	3000	Disposed	2016-07-14	Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3358.4505	Indirect

Footnotes

F1: Between September 15, 2012 and December 21, 2012, the reporting person acquired 24.8743 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.

F2: 60,000 options granted on 7/15/2009. 40% became exercisable on 7/15/2010, 30% became exercisable on 7/15/2011 and 30% became exercisable on 7/15/2012.