CONAGRA BRANDS INC. — Director's Dealing 2015

Apr 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2015-03-31

Reporting Person: Bolles Albert D. (EVP & Chief Tech & Op Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-31	Common Stock	M	100000	$22.88	Acquired	148562	Direct
2015-03-31	Common Stock	M	120000	$23.93	Acquired	268562	Direct
2015-03-31	Common Stock	S	220000	$36.7313	Disposed	48562	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-31	Employee Stock Options (right to buy)	$22.88	M	100000	Disposed	2016-05-02	Common Stock (100000)	Direct
2015-03-31	Employee Stock Options (right to buy)	$23.93	M	120000	Disposed	2017-07-24	Common Stock (120000)	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 $36.5300 to $37.1150 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 became exercisable as to 40% on 5/3/2007, 30% on 5/3/2008, and 30% on 5/3/2009.

F4: These stock options became exercisable as to 40% on 7/25/2011, 30% on 7/25/2012, and 30% on 7/25/2013.