CENTRAL GARDEN & PET CO — Director's Dealing 2012

Feb 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2012-02-09

Reporting Person: PENNINGTON BROOKS III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-09	Class A Common Stock	S	40000	$9.3005	Disposed	229900	Direct
2012-02-09	Class A Common Stock	S	10000	$9.3005	Disposed	88080	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	13876	Indirect
Class A Common Stock	15208	Indirect

Footnotes

F1: The range of prices for the shares of Class A Common Stock is from $9.25 to $9.42. Mr. Pennington undertakes that he will provide, upon request by the staff of the U.S.Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.

F2: By BPCB Partners L.P. The general managing partner of BPCB Partners L.P. is BPCB Management Company LLC ("BPCBLLC") and Mr. Pennington is the sole member of BPCBLLC. Mr. Pennington disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F3: Mr. Pennington disclaims beneficial ownership of 13,876 shares of the Issuer's Class A Common Stock owned by his spouse.

F4: By Pennington Management Company II, LLC, in which Mr. Pennington has an ownership interest. Mr. Pennington is the President of Pennington Management Company II, LLC. Mr. Pennington disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.