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CONAGRA BRANDS INC. Director's Dealing 2015

Jan 6, 2015

30694_dirs_2015-01-06_964360bb-8450-4a8a-9900-2952a012bb24.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: 2015-01-02

Reporting Person: McGough Thomas M (President, Consumer Foods)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-01-02 Common Stock M 10000 $19.05 Acquired 55788.043 Direct
2015-01-02 Common Stock M 1264 $23.90 Acquired 57052.043 Direct
2015-01-02 Common Stock S 7900 $36.1453 Disposed 49152.043 Direct
2015-01-05 Common Stock M 11236 $23.90 Acquired 60388.043 Direct
2015-01-05 Common Stock S 8779 $35.938 Disposed 51609.043 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-01-02 Employee Stock Options (right to buy) $19.05 M 10000 Disposed 2016-07-14 Common Stock (10000) Direct
2015-01-02 Employee Stock Options (right to buy) $23.90 M 1264 Disposed 2017-07-19 Common Stock (1264) Direct
2015-01-05 Employee Stock Options (right to buy) $23.90 M 11236 Disposed 2017-07-19 Common Stock (11236) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 400 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 $36.000 to $36.270 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 $35.830 to $35.945 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 20,000 shares, became exercisable as to 40% on July 15, 2010, 30% on July 15, 2011, and 30% on July 15, 2012.

F5: These stock options, originally covering 12,500 shares, became exercisable as to 40% on July 20, 2011, 30% on July 20, 2012, and 30% on July 20, 2013.