CONAGRA BRANDS INC. — Director's Dealing 2014

May 29, 2014

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: BAY MOGENS C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-28	Common Stock	M	3950	—	Acquired	66250	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 95 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 27, 2015, or earlier upon certain events.