CONAGRA BRANDS INC. — Director's Dealing 2014

Nov 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2014-11-18

Reporting Person: McGough Thomas M (President, Consumer Foods)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-18	Common Stock	M	5000	$19.05	Acquired	47657.043	Direct
2014-11-18	Common Stock	S	3460	$35.00	Disposed	44197.043	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-18	Employee Stock Options (right to buy)	$19.05	M	5000	Disposed	2016-07-14	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	400	Indirect

Footnotes

F1: This exercise of stock options reported in this Form 4 relates to the Reporting Person's acquisition and sale of shares, as part of the process of exercising stock options that were scheduled to expire in July 2016. The exercise and sale were effected pursuant to a previously disclosed Rule 10b5-1 trading plan adopted by the Reporting Person on September 30, 2014.

F2: All of the shares being sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options.

F3: These stock options, originally covering 20,000 shares, became exercisable as to 40% on July 15, 2010, 30% on July 15, 2011, and 30% on July 15, 2012.