CONAGRA BRANDS INC. — Director's Dealing 2015

Apr 7, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2015-04-06

Reporting Person: Gehring John (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-06	Common Stock	M	160000	$23.93	Acquired	207427	Direct
2015-04-06	Common Stock	S	160000	$37.9647	Disposed	47427	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-06	Employee Stock Options (right to buy)	$23.93	M	160000	Disposed	2017-07-24	Common Stock (160000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	132063	Indirect
Common Stock	710.2253	Indirect

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 $37.5300 to $38.1700 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: Reflects holdings under the ConAgra Foods, Inc. 401(k) plan. The information in this report is based on a plan statement date of March 27, 2015.

F4: Options became exercisable as to 40% on July 25, 2011, 30% on July 25, 2012, and 30% on July 25, 2013.