SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Maass Paul T

(Last) (First) (Middle)
C/O CONAGRA FOODS, INC.
ONE CONAGRA DRIVE

(Street)
OMAHA NE 68102

(City) (State) (Zip)
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)
President, Commercial
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2013
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 04/08/2013 M 15,000 A $27.52 29,575 D
Common Stock 04/08/2013 M 15,000 A $22.99 44,575 D
Common Stock 04/08/2013 M 40,000 A $26.8 84,575 D
Common Stock 04/08/2013 M 40,000 A $21.26 124,575 D
Common Stock 04/08/2013 S 88,850 D $34.3215 (1) 35,725 D
Common Stock 4,703.0963 (2) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) $27.52 04/08/2013 M 15,000 (3) 07/08/2014 Common Stock 15,000 $0.00 0 D
Employee Stock Options (right to buy) $22.99 04/08/2013 M 15,000 (4) 07/07/2015 Common Stock 15,000 $0.00 0 D
Employee Stock Options (right to buy) $26.8 04/08/2013 M 40,000 (5) 07/16/2014 Common Stock 40,000 $0.00 0 D
Employee Stock Options (right to buy) $21.26 04/08/2013 M 40,000 (6) 07/15/2015 Common Stock 40,000 $0.00 0 D
Explanation of Responses:
1. Price reflects a weighted average sale price for multiple transactions ranging from $34.2000 to $34.4800 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.
2. Reflects updated holdings under the ConAgra Foods, Inc. 401(k) plan. The information in this report is based on a plan statement date of March 29, 2013.
3. These stock options became exercisable as to 40% on May 29, 2005, 30% on May 28, 2006 and 30% on May 27, 2007.
4. These stock options became exercisable as to 40% on May 28, 2006, 30% on May 27, 2007 and 30% on May 25, 2008.
5. These stock options became exercisable as to 40% on May 25, 2008, 30% on May 31, 2009 and 30% on May 30, 2010.
6. These stock options became exercisable as to 40% on July 16, 2009, 30% on July 16, 2010 and 30% on July 16, 2011.
Remarks:
/s/ Lyn Rhoten, attorney-in-fact 04/09/2013
** 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 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).
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