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: Gehring John (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-06	Common Stock	M	160000	$26.15	Acquired	219709	Direct
2016-01-06	Common Stock	M	160000	$24.74	Acquired	379709	Direct
2016-01-06	Common Stock	S	320000	$41.6729	Disposed	59709	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-06	Employee Stock Options (right to buy)	$26.15	M	160000	Disposed	2018-07-10	Common Stock (160000)	Direct
2016-01-06	Employee Stock Options (right to buy)	$24.74	M	160000	Disposed	2022-07-15	Common Stock (160000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	132063	Indirect
Common Stock	722.5441	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 $41.25 to $41.90 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 January 4, 2016.

F4: These stock options, originally covering 160,000 shares, became exercisable as to 40% on July 11, 2012, 30% on July 11, 2013, and 30% on July 11, 2014.

F5: These stock options, originally covering 160,000 shares, became exercisable as to 40% on July 16, 2013, 30% on July 16, 2014, and 30% on July 16, 2015.