Sec Form 4 Filing - Maass Paul T @ CONAGRA FOODS INC /DE/ - 2015-01-02

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

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1. Name and Address of Reporting Person Maass Paul T 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) Pres-Private Brnds & Comml Fds (Last) (First) (Middle) C/O CONAGRA FOODS, INC., ONE CONAGRA DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2015 (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 01/02/2015 M 40,000 A $ 19.05 103,060 D Common Stock 01/02/2015 M 40,000 A $ 23.93 143,060 D Common Stock 01/02/2015 M 80,000 A $ 22.61 223,060 D Common Stock 01/02/2015 M 42,000 A $ 26.15 265,060 D Common Stock 01/02/2015 S 202,000 ( 1 ) D $ 36.0314 ( 2 ) 63,060 D Common Stock 01/05/2015 M 78,000 A $ 26.15 141,060 D Common Stock 01/05/2015 M 112,000 A $ 24.74 253,060 D Common Stock 01/05/2015 S 190,000 ( 1 ) D $ 35.6595 ( 3 ) 63,060 D Common Stock 4,945.0508 ( 4 ) 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) $ 19.05 01/02/2015 M 40,000 ( 5 ) 07/14/2016 Common Stock 40,000 $ 0 0 D Employee Stock Options (right to Buy) $ 23.93 01/02/2015 M 40,000 ( 6 ) 07/24/2017 Common Stock 40,000 $ 0 0 D Employee Stock Options (right to Buy) $ 22.61 01/02/2015 M 80,000 ( 7 ) 10/13/2017 Common Stock 80,000 $ 0 0 D Employee Stock Options (right to Buy) $ 26.15 01/02/2015 M 42,000 ( 8 ) 07/10/2018 Common Stock 42,000 $ 0 78,000 D Employee Stock Options (right to Buy) $ 26.15 01/05/2015 M 78,000 ( 8 ) 07/10/2018 Common Stock 78,000 $ 0 0 D Employee Stock Options (right to Buy) $ 24.74 01/05/2015 M 112,000 ( 9 ) 07/15/2022 Common Stock 112,000 $ 0 48,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Maass Paul T C/O CONAGRA FOODS, INC. ONE CONAGRA DRIVE OMAHA, NE68102 Pres-Private Brnds & Comml Fds Signatures /s/ Lyn Rhoten, Attorney-in-fact 01/06/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All of the shares being sold were acquired b y the Reporting Person within the past two business days upon the exercise of stock options ( 2 )Price reflects a weighted average sale price for multiple transactions ranging from $35.850 to $36.270 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 $35.425 to $36.010 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 )Reflects holdings under the ConAgra Foods, Inc. 401(k) plan. The information in this report is based on a plan statement date of January 2, 2015. ( 5 )These stock options, originally covering 40,000 shares, became exercisable as to 40% on July 15, 2010, 30% on July 15, 2011, and 30% on July 15, 2012. ( 6 )These stock options, originally covering 40,000 shares, became exercisable as to 40% on July 25, 2011, 30% on July 25, 2012, and 30% on July 25, 2013. ( 7 )These stock options, originally covering 80,000 shares, became exercisable as to 40% on October 14, 2011, 30% on October 14, 2012, and 30% on October 14, 2013. ( 8 )These stock options, originally covering 120,000 shares, became exercisable as to 40% on July 11, 2012, 30% on July 11, 2013, and 30% on July 11, 2014. ( 9 )These stock options, originally covering 160,000 shares, became exercisable as to 40% on July 16, 2013, 30% on July 16, 2014, and will become exercisable as to 30% on July 16, 2015.

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