Conagra Brands (CAG) Form 3 CONAGRA FOODS / Charisse Brock ownership change

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^*

Brock Charisse

(Last) (First) (Middle)

C/O CONAGRA FOODS, INC.

ONE CONAGRA DRIVE

(Street)

OMAHA NE 68102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2015

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)
EVP, Chief HR Officer

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	166.482(1)	I	By 401(k) Plan Trust
Common Stock	10,918	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	(3)	Common Stock	6,069	0.00(3)	D
Restricted Stock Units	(4)	(3)	Common Stock	1,458	0.00(3)	D
Employee Stock Options (Right to buy)	(5)	07/12/2025	Common Stock	26,238	44.72	D
Restricted Stock Units	(6)	(3)	Common Stock	3,193	0.00(3)	D
Employee Stock Options (Right to buy)	(7)	07/13/2024	Common Stock	11,495	30.89	D
Restricted Stock Units	(8)	(3)	Common Stock	5,818	0.00(3)	D
Restricted Stock Units	(8)	(3)	Common Stock	2,909	0.00(3)	D
Employee Stock Options (Right to buy)	(9)	07/14/2023	Common Stock	5,237	36.89	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 November 6, 2015.

2. Restricted stock units vest 100% on 8/28/2018, or earlier upon certain events.

3. 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.

4. Restricted stock units vest 100% on 7/13/2018, or earlier upon certain events.

5. These stock options will become exercisable as to 33.33% on 7/13/2016, 33.33% on 7/13/2017, and 33.34% on 7/13/2018.

6. Restricted stock units vest 100% on 7/14/2017, or earlier upon certain events.

7. The original stock option grant to purchase 19,158 shares of ConAgra Foods common stock became exercisable as to 40% on 7/14/2015, and will become exercisable as to 30% on 7/14/2016, and 30% on 7/14/2017.

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

9. The original stock option grant to purchase 17,454 shares of ConAgra Foods common stock became exercisable as to 40% on 7/15/2014, 30% on 7/15/2015 and will become exercisable as to 30% on 7/15/2016.

Remarks:

Exhibit 24-Power of Attorney is attached.

	/s/ Lyn Rhoten, Attorney-in-fact	11/10/2015
	** 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).
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