CONAGRA BRANDS INC. — Director's Dealing 2016

Apr 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2016-04-11

Reporting Person: MESSEL SCOTT E (SVP, Treasurer&Asst. Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-11	Common Stock	M	10000	$24.74	Acquired	115549	Direct
2016-04-11	Common Stock	S	10000	$46.25	Disposed	105549	Direct
2016-04-12	Common Stock	M	12992	$30.89	Acquired	118541	Direct
2016-04-12	Common Stock	S	12992	$46.35	Disposed	105549	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-11	Employee Stock Options (right to buy)	$24.74	M	10000	Disposed	2022-07-15	Common Stock (10000)	Direct
2016-04-12	Employee Stock Options (right to buy)	$30.89	M	12992	Disposed	2024-07-13	Common Stock (12992)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3657.9626	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: Reflects holdings under the ConAgra Foods, Inc. 401(k) plan. The information in this report is based on a plan statement date of April 8, 2016.

F3: These stock options, originally covering 60,000 shares, became exercisable as to 40% on July 16, 2013, 30% on July 16, 2014, and 30% on July 16, 2015.

F4: These stock options, originally covering 57,482 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.