Edgar Filing: CONAGRA FOODS INC /DE/

Ownership Submission

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, 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Theophilus Nicole B

2. Date of Event Requiring Statement (Month/Day/Year)
05/27/2013

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

(Last)

(First)

(Middle)

C/O CONAGRA FOODS, INC.,Â ONE CONAGRA DRIVE

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP, Human Resources

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

(Street)

OMAHA,Â NEÂ 68102

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 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	27,202	D	Â
Common Stock	103.915 ⁽¹⁾	I	By 401(k) Plan Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (Right to buy)	Â ⁽²⁾	07/15/2022	Common Stock	120,000	$ 24.74	D	Â
Employee Stock Options (Right to buy)	Â ⁽³⁾	07/10/2018	Common Stock	60,000	$ 26.15	D	Â
Employee Stock Options (Right to buy)	Â ⁽⁴⁾	07/24/2017	Common Stock	18,000	$ 23.93	D	Â
Restricted Stock Units	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	3,068	$ 0 ⁽⁶⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Theophilus Nicole B C/O CONAGRA FOODS, INC. ONE CONAGRA DRIVE OMAHA,Â NEÂ 68102	Â	Â	Â EVP, Human Resources	Â

Signatures

/s/ Lyn Rhoten, Attorney-in-fact		06/06/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects holdings under the ConAgra Foods, Inc. 401(k) plan. The information in this report is based on a plan statement date of May 24, 2013.
(2)	These stock options will become exercisable as to 40% on 7/16/2013, 30% on 7/16/2014 and 30% on 7/16/2015.
(3)	These stock options became exercisable as to 40% on 7/11/2012, and will become exercisable as to 30% on 7/11/2013 and 30% on 7/11/2014.
(4)	These stock options became exercisable as to 40% on 7/25/2011 and 30% on 7/25/2012 and will become exercisable as to 30% on 7/25/2013.
(5)	Restricted stock units vest 100% on 2/26/2014, or earlier upon certain events.
(6)	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.
Â Remarks: ExhibitÂ 24-PowerÂ ofÂ AttorneyÂ isÂ attached.

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