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CONAGRA BRANDS INC. Director's Dealing 2015

Jul 20, 2015

30694_dirs_2015-07-20_161fbbd4-f16d-46ae-b8fc-88cfb1a09267.zip

Director's Dealing

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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: MESSEL SCOTT E (SVP, Treasurer&Asst. Secretary)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-07-17 Common Stock A 8683 $0.00 Acquired 109626 Direct
2015-07-17 Common Stock F 4077 $44.44 Disposed 105549 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-07-17 Restricted Stock Units $0.00 A 6223 Acquired Common Stock (6223) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3597.5248 Indirect

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: Reflects updated holdings under the ConAgra Foods Inc. 401(k) plan. The information in this report is based on a plan statement of July 17, 2015.

F3: Each restricted stock unit represents a contingent right to receive one share of ConAgra Foods common stock upon settlement.

F4: Restricted stock units vest on July 17, 2018, or earlier upon certain events.