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CONAGRA BRANDS INC. Director's Dealing 2015

May 15, 2015

30694_dirs_2015-05-15_d24ed850-26e5-4175-be18-f4cc31307e2d.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2015-05-06

Reporting Person: Werner Thomas P. (President, Commercial Foods)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1544.9447 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Options (Right to buy) $30.89 2024-07-13 Common Stock (57482) Direct
Employee Stock Options (Right to buy) $36.89 2023-07-14 Common Stock (34908) Direct
Restricted Stock Units $0.00 Common Stock (5818) Direct
Restricted Stock Units $0.00 Common Stock (9000) Direct
Deferral Interests $0.00 Common Stock (15179.12) Direct

Footnotes

F1: Reflects holdings under the ConAgra Foods, Inc. 401(k) plan. The information in this report is based on a plan statement of May 13, 2015.

F2: These stock options will become exercisable as to 40% on 7/14/2015, 30% on 7/14/2016, and 30% on 7/14/2017.

F3: These stock options became exercisable as to 40% on 7/15/2014, and will become exercisable as to 30% on 7/15/2015, and 30% on 7/15/2016.

F4: Restricted stock units vest 100% on 7/15/2016, or earlier upon certain events.

F5: Each unit is the economic equivalent of one share of ConAgra Foods common stock and will be settled in ConAgra Foods common stock on the vesting date.

F6: Restricted stock units vest 100% on 7/16/2015, or earlier upon certain events.

F7: Each deferral interest is the economic equivalent of one share of issuer common stock. To be settled in ConAgra Foods common stock, annually over 10 years, commencing January 2028.