Conagra Foods Inc (CAG): Billionaire Barry Rosenstein’s JANA Partners Amends and Restates Cooperation Agreement

If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

This Amendment No. 2 (“Amendment No. 2“) amends
and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC“) on
June 18, 2015 (the “Original Schedule 13D“), as amended by Amendment No. 1 filed with the SEC on July 9, 2016
(“Amendment No. 1” and together with the Original Schedule 13D and this Amendment No. 2, the “Schedule
13D“) with respect to the shares (“Shares“) of common stock, par value $5.00 per share, of ConAgra Foods,
Inc., a Delaware corporation (the “Issuer“). Capitalized terms used herein and not otherwise defined in this Amendment
No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 3, 4, 5, 6 and 7.

Item 3 of the Schedule 13D is hereby amended and restated in its
entirety as follows:

The Reporting Person used a total of approximately $825.6
(including brokerage commissions) in the aggregate to acquire beneficial ownership of the 27,388,351 Shares (including options
to purchase 6,000,000 Shares) reported herein as beneficially owned by the Reporting Person. Funds for the purchase of the Shares
reported herein as beneficially owned by the Reporting Person were derived from investment funds in accounts managed by the Reporting
Person. Such Shares are held by the investment funds managed by the Reporting Person in cash accounts and none of the funds used
to purchase the Shares reported herein as beneficially owned by the Reporting Person were provided through borrowings of any nature.

Item 4 of the Schedule 13D is hereby amended and supplemented by
the addition of the following:

On May 27, 2016, the Reporting Person entered
into an agreement with the Issuer that amends and restates the Cooperation Agreement (the “Amended and
Restated Cooperation Agreement“). The full text of the Amended and Restated Cooperation Agreement is included as Exhibit
D to this Amendment No. 2 by reference to Exhibit 99.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on
May 31, 2016 (the “Form 8-K“) and is incorporated by reference herein.

Items 5(a), (b), (c) and (d) of the Schedule
13D are hereby amended and restated in their entirety as follows:

(a) The aggregate percentage of Shares
reported to be beneficially owned by the Reporting Person is based upon 436,414,916 Shares outstanding, which is the total number
of Shares outstanding as of February 28, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period
ended February 28, 2016, filed with the SEC on April 7, 2016.

As of the close of business on the
date hereof, the Reporting Person may be deemed to beneficially own 27,388,351 Shares (including options to purchase 6,000,000
Shares), constituting approximately 6.3% of the Shares outstanding.

(b) The Reporting Person has sole
voting and dispositive power over 27,388,351 Shares (including options to purchase 6,000,000 Shares), which power is exercised
by the Principal.

(c) The Reporting Person did not effect any transaction
in the Shares during the past sixty days.

(d) No person (other than the Reporting Person) is known
to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

Item 6 of the Schedule 13D is hereby amended
and supplemented as follows:

On May 27, 2016, the Issuer and the
Reporting Person entered into the Amended and Restated Cooperation Agreement, the terms of which are described in Item 4 of this
Amendment No. 2. A copy of such agreement is attached as Exhibit D to this Amendment No. 2 and is incorporated by reference
herein.

JANA beneficially owns 6,000 call options with a strike price of $49 which expire on January 20, 2017.

Item 7 of the Schedule 13D is hereby amended
and supplemented as follows:

SIGNATURES

After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 1, 2016