CONAGRA BRANDS INC. — Director's Dealing 2014

Apr 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2014-04-01

Reporting Person: Theophilus Nicole B (EVP, Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-01	Common Stock	M	20000	$24.74	Acquired	53918	Direct
2014-04-01	Common Stock	S	20000	$30.7616	Disposed	33918	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-01	Employee Stock Options (right to buy)	$24.74	M	20000	Disposed	2022-07-15	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	107.0689	Indirect

Footnotes

F1: All of the shares being sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options.

F2: Price reflects a weighted average sale price for multiple transactions ranging from $30.7600 to $30.7700 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: Reflects updated holdings under the ConAgra Foods, Inc. 401(k) plan. The information in this report is based on a plan statement of March 28, 2014.

F4: These stock options, originally covering 120,000 shares, became exercisable as to 40% on 7/16/2013, and will become exercisable as to 30% on 7/16/2014 and 30% on 7/16/2015.