CONAGRA BRANDS INC. — Director's Dealing 2015

May 29, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2015-05-27

Reporting Person: Johri Rajive (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-27	Common Stock	M	4520	—	Acquired	31538	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-27	Restricted Stock Units	$0.00	M	4520	Disposed		Common Stock (4520)	Direct

Footnotes

F1: The restricted stock units were granted on May 27, 2014 and vested on May 27, 2015. Each restricted stock unit represented the contingent right to receive one share of the Issuer's common stock on the vesting date.

F2: Includes 130 additional shares of the Issuer's common stock acquired through dividend equivalent rights and 752 shares acquired through a dividend reinvestment plan on July 1, 2014, October 1, 2014, January 2, 2015 and April 1, 2015.