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CONAGRA BRANDS INC. Director's Dealing 2015

Apr 13, 2015

30694_dirs_2015-04-13_a344b43d-1a6f-472b-ad84-c2487c4a9d5a.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: 2015-04-09

Reporting Person: Ross Andrew George (EVP and CSO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-04-09 Common Stock M 84000 $24.74 Acquired 98839 Direct
2015-04-09 Common Stock S 64770 $37.7538 Disposed 34069 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-04-09 Employee Stock Options (right to buy) $24.74 M 84000 Disposed 2022-07-15 Common Stock (84000) Direct

Footnotes

F1: All of the shares being sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options.

F2: Price reflects a weighted average sale price for multiple transactions ranging from $37.63 to $38.06 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: These stock options, originally covering 120,000 shares, became exercisable as to 40% on July 16, 2013, 30% on July 16, 2014, and will become exercisable 30% on July 16, 2015.