CONAGRA BRANDS INC. — Director's Dealing 2015

Dec 29, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2015-12-24

Reporting Person: Ross Andrew George (EVP and CSO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-24	Common Stock	M	36000	$24.74	Acquired	79281	Direct
2015-12-24	Common Stock	M	73307	$36.89	Acquired	152588	Direct
2015-12-24	Common Stock	M	45985	$30.89	Acquired	198573	Direct
2015-12-24	Common Stock	S	155292	$42.2158	Disposed	43281	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-24	Employee Stock Options (right to buy)	$24.74	M	36000	Disposed	2022-07-15	Common Stock (36000)	Direct
2015-12-24	Employee Stock Options (right to buy)	$36.89	M	73307	Disposed	2023-07-14	Common Stock (73307)	Direct
2015-12-24	Employee Stock Options (right to buy)	$30.89	M	45985	Disposed	2024-07-13	Common Stock (45985)	Direct

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 the weighted average sale price for multiple transactions that ranged from $42.05 to $42.44 per share. The reporting person undertakes to provide, upon request by the Commission Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: These stock options, originally covering 120,000 shares, became exercisable as to 40% on July 16, 2013, 30% on July 16, 2014, and 30% on July 16, 2015.

F4: These stock options, originally covering 104,724 shares, became exercisable as to 40% on July 15, 2014, 30% on July 15, 2015, and 30% on July 15, 2016.

F5: These stock options, originally covering 114,963 shares, became exercisable as to 40% on July 14, 2015, 30% on July 14, 2016, and 30% on July 14, 2017.