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: 2016-07-07

Reporting Person: GOLDSTONE STEVEN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-07	Common Stock	M	81168	$24.54	Acquired	191922	Direct
2016-07-07	Common Stock	S	41470	$48.0379	Disposed	150452	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-07	Director Stock Options (right to buy)	$24.54	M	81168	Disposed	2016-09-27	Common Stock (81168)	Direct

Footnotes

F1: Includes 399 additional shares of the Issuer's common stock acquired through the Issuer's dividend reinvestment plan on July 1, 2016, plus 59 additional shares acquired through dividend equivalent rights.

F2: All of the shares being sold were acquired by the Reporting Person within the past two business days upon exercise of stock options that were due to expire on September 27, 2016.

F3: Price reflects the weighted average sale price for multiple transactions that ranged from $47.92 to $48.19 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.