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: 2016-07-05

Reporting Person: Gehring John (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-05	Common Stock	M	97743	$36.89	Acquired	157452	Direct
2016-07-05	Common Stock	M	61314	$30.89	Acquired	218766	Direct
2016-07-05	Common Stock	S	159057	$48.1404	Disposed	59709	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-05	Employee Stock Options (right to buy)	$36.89	M	97743	Disposed	2023-07-14	Common Stock (97743)	Direct
2016-07-05	Employee Stock Options (right to buy)	$30.89	M	61314	Disposed	2024-07-13	Common Stock (61314)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	132063	Indirect
Common Stock	729.8351	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 $48.00 to $48.26 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 July 1, 2016.

F4: These stock options, originally covering 139,632 shares, became exercisable as to 40% on July 15, 2014 and 30% on July 15, 2015, and will become exercisable as to 30% on July 15, 2016.

F5: These stock options, originally covering 153,285 shares, became exercisable as to 40% on July 14, 2015,and will become exercisable as to 30% on July 14, 2016, and 30% on July 14, 2017.