CONAGRA BRANDS INC. - Director's Dealing 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2015-08-28

Reporting Person: Serrao Darren (EVP, Chief Growth Officer)

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-28	Employee Stock Options (right to buy)	$41.73	A	40458	Acquired	2025-08-27	Common Stock (40458)	Direct
2015-08-28	Restricted Stock Units	$	A	6743	Acquired		Common Stock (6743)	Direct
2015-09-01	Restricted Stock Units	$	A	9705	Acquired		Common Stock (9705)	Direct

F1: These stock options will become exercisable as to 33.33% on 8/28/2016, 33.33% on 8/28/2017, and 33.34% on 8/28/2018.

F2: Each restricted stock unit represents a contingent right to receive one share of ConAgra Foods common stock upon settlement.

F3: Restricted stock units vest on August 28, 2018, or earlier upon certain events.

F4: Restricted stock units vest 33.33% on 9/1/2016, 33.33% on 9/1/2017, and 33.34% on 9/1/2018, or earlier upon certain events.