CONAGRA BRANDS INC. — Director's Dealing 2014

Mar 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2014-03-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-24	Common Stock	M	18000	$23.93	Acquired	51918	Direct
2014-03-24	Common Stock	S	18000	$30.11	Disposed	33918	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-24	Employee Stock Options (right to buy)	$23.93	M	18000	Disposed	2017-07-24	Common Stock (18000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	107.0838	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 $30.1100 to $30.1125 per share, inclusive. The Reporting Person untakes 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 14, 2014.

F4: These stock options became exercisable as to 40% on 7/25/2011, 30% on 7/25/2012, and 30% on 7/25/2013.