CONAGRA BRANDS INC. — Director's Dealing 2016

Jan 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONAGRA FOODS INC /DE/ (CAG)
CIK: 0000023217
Period of Report: 2016-01-06

Reporting Person: Wise Robert G (SVP, Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-06	Common Stock	M	22992	$30.89	Acquired	41610	Direct
2016-01-06	Common Stock	S	22992	$41.9715	Disposed	18618	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-06	Employee Stock Options (right to buy)	$30.89	M	22992	Disposed	2024-07-13	Common Stock (22992)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1.4188	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 $41.96 to $42.0001 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 January 4, 2016.

F4: These options, 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.