CONAGRA BRANDS INC. — Director's Dealing 2015

Apr 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2015-04-07

Reporting Person: Batcheler Colleen (EVP Gen Counsel & Corp Secty)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-07	Common Stock	M	48653	$24.74	Acquired	176448	Direct
2015-04-07	Common Stock	S	48653	$38.0361	Disposed	127795	Direct
2015-04-08	Common Stock	M	35347	$24.74	Acquired	163142	Direct
2015-04-08	Common Stock	S	35347	$37.9306	Disposed	127795	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-07	Employee Stock Options (right to buy)	$24.74	M	48653	Disposed	2022-07-15	Common Stock (48653)	Direct
2015-04-08	Employee Stock Options (right to buy)	$24.74	M	35347	Disposed	2022-07-15	Common Stock (35347)	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 $38.0000 to $38.0650 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: Price reflects a weighted average sale price for multiple transactions ranging from $37.8000 to $38.0000 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.

F4: These stock options, originally covering 120,000 shares, became exercisable as to 40% on 7/16/2013, 30% on 7/16/2014 and will be exercisable as to 30% on 7/16/2015.