CONAGRA BRANDS INC. — Director's Dealing 2015

Jan 7, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2015-01-05

Reporting Person: MESSEL SCOTT E (SVP, Treasurer&Asst. Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-05	Common Stock	M	15000	$23.93	Acquired	115943	Direct
2015-01-05	Common Stock	S	15000	$35.6016	Disposed	100943	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-05	Employee Stock Options (right to buy)	$23.93	M	15000	Disposed	2017-07-24	Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3553.2939	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 the weighted average sale price for multiple transactions that ranged from $35.60 to $35.62 per share. The reporting person undertakes to provide, upon request by the Commission 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 January 2, 2015.

F4: These stock options, originally covering 60,000 shares, became exercisable as to 40% on July 25, 2011, 30% on July 25, 2012, and 30% on July 25, 2013.