CONAGRA BRANDS INC. — Director's Dealing 2016

Apr 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2016-04-07

Reporting Person: McGough Thomas M (President, Consumer Foods)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-07	Common Stock	M	60000	$26.15	Acquired	116340.666	Direct
2016-04-07	Common Stock	S	60000	$46.00	Disposed	56340.666	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-07	Employee Stock Options (right to buy)	$26.15	M	60000	Disposed	2018-07-10	Common Stock (60000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	400	Indirect

Footnotes

F1: This exercise of stock options reported in this Form 4 relates to the Reporting Person's acquisition and sale of shares, as part of the process of exercising stock options that were scheduled to expire in July 2018. The exercise and sale were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 8, 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: These stock options, originally covering 60,000 shares, became exercisable as to 40% on July 11, 2012, 30% on July 11, 2013, and 30% on July 11, 2014.