SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Werner Thomas P.

(Last)

(First)

(Middle)

C/O CONAGRA FOODS, INC.

ONE CONAGRA DRIVE

(Street)

OMAHA

68102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2015

3. Issuer Name and Ticker or Trading Symbol
CONAGRA FOODS INC /DE/ [ CAG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Commercial Foods

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,544.9447⁽¹⁾	I	By 401(k) Plan Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (Right to buy)	⁽²⁾	07/13/2024	Common Stock	57,482	$30.89	D
Employee Stock Options (Right to buy)	⁽³⁾	07/14/2023	Common Stock	34,908	$36.89	D
Restricted Stock Units	⁽⁴⁾	⁽⁵⁾	Common Stock	5,818	$0.00⁽⁵⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁵⁾	Common Stock	9,000	$0.00⁽⁵⁾	D
Deferral Interests	⁽⁷⁾	⁽⁷⁾	Common Stock	15,179.12	$0.00⁽⁷⁾	D

Explanation of Responses:

1. Reflects holdings under the ConAgra Foods, Inc. 401(k) plan. The information in this report is based on a plan statement of May 13, 2015.

2. These stock options will become exercisable as to 40% on 7/14/2015, 30% on 7/14/2016, and 30% on 7/14/2017.

3. These stock options became exercisable as to 40% on 7/15/2014, and will become exercisable as to 30% on 7/15/2015, and 30% on 7/15/2016.

4. Restricted stock units vest 100% on 7/15/2016, or earlier upon certain events.

5. Each unit is the economic equivalent of one share of ConAgra Foods common stock and will be settled in ConAgra Foods common stock on the vesting date.

6. Restricted stock units vest 100% on 7/16/2015, or earlier upon certain events.

7. Each deferral interest is the economic equivalent of one share of issuer common stock. To be settled in ConAgra Foods common stock, annually over 10 years, commencing January 2028.

Remarks:

Exhibit 24-Power of Attorney is attached.

	/s/ Lyn Rhoten, Attorney-in-fact	05/15/2015
	** Signature of Reporting Person	Date
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 5 (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.