CONAGRA BRANDS INC. — Director's Dealing 2014

Dec 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2014-12-22

Reporting Person: Batcheler Colleen (EVP Gen Counsel & Corp Secty)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-22	Common Stock	M	78000	$26.15	Acquired	183795	Direct
2014-12-22	Common Stock	M	120000	$23.93	Acquired	303795	Direct
2014-12-22	Common Stock	S	176000	$36.5848	Disposed	127795	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-22	Employee Stock Options (right to buy)	$26.15	M	78000	Disposed	2018-07-10	Common Stock (78000)	Direct
2014-12-22	Employee Stock Options (right to buy)	$23.93	M	120000	Disposed	2017-07-24	Common Stock (120000)	Direct

Footnotes

F1: Price reflects a weighted average sale price for multiple transactions ranging from $36.52 to $36.72 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.

F2: These stock options, originally covering 120,000 shares, became exercisable as to 40% on 7/11/2012, 30% on 7/11/2013 and 30% on 7/11/2014.

F3: These stock options, originally covering 120,000 shares, became exercisable as to 40% on 7/25/2011, 30% on 7/25/2012 and 30% on 7/25/2013.