CONAGRA BRANDS INC. — Director's Dealing 2016

Jul 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2016-07-06

Reporting Person: Johri Rajive (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-06	Common Stock	M	15000	$21.47	Acquired	51259	Direct
2016-07-06	Common Stock	S	15000	$47.5251	Disposed	36259	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-06	Director Stock Options (right to buy)	$21.47	M	15000	Disposed	2019-09-24	Common Stock (15000)	Direct

Footnotes

F1: Includes 21 additional shares of the Issuer's common stock acquired through dividend equivalent rights and a total of 170 shares acquired through a dividend reinvestment plan on July 1, 2016.

F2: All of the shares being sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options.

F3: Price reflects the weighted average sale price for multiple transactions that ranged from $47.51 to $47.54 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.