Sec Form 4 Filing - Gehring John @ CONAGRA FOODS INC /DE/ - 2013-02-07

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Gehring John
2. Issuer Name and Ticker or Trading Symbol
CONAGRA FOODS INC /DE/ [ CAG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP and CFO
(Last) (First) (Middle)
C/O CONAGRA FOODS, INC., ONE CONAGRA DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/07/2013
(Street)
OMAHA, NE68102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/07/2013 M( 1 ) 40,000 A $ 16.99 181,039 D
Common Stock 02/07/2013 S( 1 ) 40,000 D $ 33.2004 ( 2 ) 141,039 D
Common Stock 02/07/2013 M( 1 ) 60,000 A $ 19.05 201,039 D
Common Stock 02/07/2013 S( 1 ) 60,000 D $ 33.1871 ( 3 ) 141,039 D
Common Stock 02/07/2013 M( 1 ) 40,000 A $ 21.26 181,039 D
Common Stock 02/07/2013 S( 1 ) 40,000 D $ 33.1962 ( 4 ) 141,039 D
Common Stock 666.4509 ( 5 ) I by 401(k) Plan Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy) $ 16.99 02/07/2013 M( 1 ) 40,000 ( 6 ) 01/15/2016 Common Stock 40,000 $ 0 0 D
Employee Stock Options (right to buy) $ 19.05 02/07/2013 M( 1 ) 60,000 ( 7 ) 07/14/2016 Common Stock 60,000 $ 0 100,000 D
Employee Stock Options (right to buy) $ 21.26 02/07/2013 M( 1 ) 40,000 ( 8 ) 07/15/2015 Common Stock 40,000 $ 0 40,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gehring John
C/O CONAGRA FOODS, INC.
ONE CONAGRA DRIVE
OMAHA, NE68102
EVP and CFO
Signatures
/s/ Lyn Rhoten, attorney-in-fact 02/11/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 reports the Reporting Person's exercise of options and sale of shares that were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 7, 2013.
( 2 )Price reflects a weighted average sale price for multiple transactions ranging from $32.92 to $33.36 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.
( 3 )Price reflects a weighted average sale price for multiple transactions ranging from $32.91 to $33.35 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.
( 4 )Price reflects a weighted average sale price for multiple transactions ranging from $32.95 to $33.36 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.
( 5 )Reflects holdings under the ConAgra Foods, Inc. 401(k) plan. The information in this report is based on a plan statement date of February 1, 2013.
( 6 )These stock options, originally covering 40,000 shares, became exercisable as to 40% on January 16, 2010, 30% on January 16, 2011, and 30% on January 16, 2012.
( 7 )These stock options, originally covering 160,000 shares, became exercisable as to 40% on July 15, 2010, 30% on July 15, 2011, and 30% on July 15, 2012.
( 8 )These stock options, originally covering 80,000 shares, became exercisable as to 40% on July 16, 2009, 30% on July 16, 2010, and 30% on July 16, 2011.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.