General Mills (GIS)

Item 3.02               Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this report on Form 8-K is incorporated herein by reference.

The Notes will be issued to Morgan Stanley in a private placement, in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and will be resold by Morgan Stanley to “qualified institutional buyers” pursuant to the exemption from registration provided by Rule 144A under the Securities Act.  The Company will rely on these exemptions from registration based in part on representations made by Morgan Stanley in the Purchase Agreement.

The Notes will be convertible at any time prior to the close of business on the business day immediately preceding the maturity date of the Notes.  The Notes will be convertible into cash and, at the option of the Company, shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), at an initial conversion rate (subject to adjustment) of 10 shares of Common Stock per $1,000 principal amount of Notes (which is equal to an initial conversion price of $100 per share).  If converted, holders of the Notes will receive, for each $1,000 principal amount of Notes surrendered for conversion, cash and, if applicable, shares of Common Stock equal to the sum of the “daily settlement amounts” for each trading day during a related ten-trading day observation period.  The “daily settlement amount” for each of the ten trading days during an observation period will consist of (a) an amount in cash equal to the lesser of $100 and the daily conversion value relating to such day and (b) to the extent such daily conversion value exceeds $100, a number of shares of Common Stock (subject to the Company’s right to pay cash in lieu of all or some of such shares of Common Stock), equal to (A) the difference between such daily conversion value and $100 divided by (B) the price of the

2

Common Stock for such day.  In addition, holders may convert their Notes in connection with a change in control, as defined in the indenture under which the Notes will be issued.  In connection with such a conversion, the holders may be entitled to a make-whole premium in the form of an increase in the conversion rate.

The Notes and the underlying Common Stock issuable upon conversion of the Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.  This report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.