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CONAGRA BRANDS INC. Director's Dealing 2014

May 29, 2014

30694_dirs_2014-05-29_6637962b-2277-4e46-a562-0a7368f2b787.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: 2014-05-27

Reporting Person: LENNY RICHARD H (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-05-28 Common Stock M 3950 Acquired 24614 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-05-27 Restricted Stock Units $0.00 A 4520 Acquired Common Stock (4520) Direct
2014-05-28 Restricted Stock Units $0.00 M 3950 Disposed Common Stock (3950) Direct

Footnotes

F1: The restricted stock units were granted on May 28, 2013 and vested on May 28, 2014. Each restricted stock unit represented the contingent right to receive one share of the Issuer's common stock on the vesting date.

F2: Includes 132 additional shares of the Issuer's common stock acquired through dividend equivalent rights and 287 shares acquired through a dividend reinvestment plan on July 1, 2013, October 1, 2013, January 2, 2014 and April 1, 2014.

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 27, 2015, or earlier upon certain events.