CONAGRA BRANDS INC. — Director's Dealing 2015

Jul 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2015-07-17

Reporting Person: Ross Andrew George (EVP and CSO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-17	Common Stock	A	17365	$0.00	Acquired	51434	Direct
2015-07-17	Common Stock	F	8153	$44.44	Disposed	43281	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-17	Restricted Stock Units	$0.00	A	13068	Acquired		Common Stock (13068)	Direct

Footnotes

F1: The shares acquired were earned under the ConAgra Foods fiscal year 2013 to 2015 long term incentive plan and include dividend equivalents paid in additional shares of common stock on the earned amount.

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 July 17, 2018, or earlier upon certain events.