CONAGRA BRANDS INC. — Director's Dealing 2016

Jul 20, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2016-07-15

Reporting Person: Wise Robert G (SVP, Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-15	Common Stock	M	15708	$36.89	Acquired	34326	Direct
2016-07-15	Common Stock	S	15708	$47.897	Disposed	18618	Direct
2016-07-15	Common Stock	A	2213	$0.00	Acquired	20831	Direct
2016-07-15	Common Stock	F	1040	$47.98	Disposed	19791	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-15	Employee Stock Options (right to buy)	$36.89	M	15708	Disposed	2023-07-14	Common Stock (15708)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1.4329	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 $47.86 to $47.94 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: The shares acquired were earned under the ConAgra Foods fiscal year 2014 to 2016 long term incentive plan and include dividend equivalents paid in additional shares of common stock on the earned amount.

F4: Reflects holdings under the ConAgra Foods, Inc. 401(k) plan. The information in this report is based on a plan statement date of July 1, 2016.

F5: These options, covering 52,362 shares, became exercisable as to 40% on July 15, 2014, 30% on July 15, 2015, and 30% on July 15, 2016.