Initial Statement of Beneficial Ownership (3)
May 15 2015 - 4:23PM
Edgar (US Regulatory)
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
5/6/2015
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3. Issuer Name
and
Ticker or Trading Symbol
CONAGRA FOODS INC /DE/ [CAG]
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(Last)
(First)
(Middle)
C/O CONAGRA FOODS, INC., ONE CONAGRA DRIVE
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
President, Commercial Foods /
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(Street)
OMAHA, NE 68102
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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1544.9447
(1)
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I
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By 401(k) Plan Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Options (Right to buy)
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(2)
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7/13/2024
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Common Stock
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57482
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$30.89
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D
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Employee Stock Options (Right to buy)
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(3)
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7/14/2023
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Common Stock
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34908
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$36.89
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D
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Restricted Stock Units
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(4)
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(5)
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Common Stock
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5818
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$0.00
(5)
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D
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Restricted Stock Units
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(6)
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(5)
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Common Stock
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9000
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$0.00
(5)
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D
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Deferral Interests
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(7)
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(7)
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Common Stock
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15179.12
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$0.00
(7)
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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These stock options will become exercisable as to 40% on 7/14/2015, 30% on 7/14/2016, and 30% on 7/14/2017.
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(
3)
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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.
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(
4)
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Restricted stock units vest 100% on 7/15/2016, or earlier upon certain events.
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(
5)
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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.
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(
6)
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Restricted stock units vest 100% on 7/16/2015, or earlier upon certain events.
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(
7)
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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.
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Remarks:
Exhibit 24-Power of Attorney is attached.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Werner Thomas P.
C/O CONAGRA FOODS, INC.
ONE CONAGRA DRIVE
OMAHA, NE 68102
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President, Commercial Foods
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Signatures
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/s/ Lyn Rhoten, Attorney-in-fact
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5/15/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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