Sec Form 4 Filing - Ross Andrew George @ CONAGRA FOODS INC /DE/ - 2015-12-24

Insider filing report for Changes in Beneficial Ownership
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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
Ross Andrew George
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 CSO
(Last) (First) (Middle)
C/O CONAGRA FOODS, INC., ONE CONAGRA DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
12/24/2015
(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 12/24/2015 M 36,000 A $ 24.74 79,281 D
Common Stock 12/24/2015 M 73,307 A $ 36.89 152,588 D
Common Stock 12/24/2015 M 45,985 A $ 30.89 198,573 D
Common Stock 12/24/2015 S 155,292 ( 1 ) D $ 42.2158 ( 2 ) 43,281 D
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) $ 24.74 12/24/2015 M 36,000 ( 3 ) 07/15/2022 Common Stock 36,000 $ 0 0 D
Employee Stock Options (right to buy) $ 36.89 12/24/2015 M 73,307 ( 4 ) 07/14/2023 Common Stock 73,307 $ 0 31,417 D
Employee Stock Options (right to buy) $ 30.89 12/24/2015 M 45,985 ( 5 ) 07/13/2024 Common Stock 45,985 $ 0 68,978 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ross Andrew George
C/O CONAGRA FOODS, INC.
ONE CONAGRA DRIVE
OMAHA, NE68102
EVP and CSO
Signatures
/s/ Lyn Rhoten, Attorney-in-fact 12/29/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )All of the shares being sold were acquired by the Reporting Person within the past two business days upon the exercise of stock options.
( 2 )Price reflects the weighted average sale price for multiple transactions that ranged from $42.05 to $42.44 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.
( 3 )These stock options, originally covering 120,000 shares, became exercisable as to 40% on July 16, 2013, 30% on July 16, 2014, and 30% on July 16, 2015.
( 4 )These stock options, originally covering 104,724 shares, became exercisable as to 40% on July 15, 2014, 30% on July 15, 2015, and 30% on July 15, 2016.
( 5 )These stock options, originally covering 114,963 shares, became exercisable as to 40% on July 14, 2015, 30% on July 14, 2016, and 30% on July 14, 2017.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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