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: Wise Robert G (SVP, Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-05	Common Stock	M	36654	$36.89	Acquired	55272	Direct
2016-07-05	Common Stock	S	36654	$48.1604	Disposed	18618	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	36654	Disposed	2023-07-14	Common Stock (36654)	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 $48.03 to $48.24 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: 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 options, covering 52,362 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.