CENTRAL GARDEN & PET CO — Director's Dealing 2012

Feb 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: PENNINGTON BROOKS III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-02	Class A Common Stock	M	5097	$6.54	Acquired	274997	Direct
2012-02-02	Class A Common Stock	F	4018	$9.83	Disposed	270979	Direct
2012-02-03	Class A Common Stock	S	1079	$10.10	Disposed	269900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-02	Stock Option (right to buy)	$6.54	M	5097	Disposed	2012-08-09	Class A Common Stock (5097)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	98080	Indirect
Class A Common Stock	13876	Indirect
Class A Common Stock	15208	Indirect

Footnotes

F1: Options exercised through sales plan pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended.

F2: Shares withheld by the Issuer in payment of the aggregate option exercise price and withholding tax liability incurred upon the above-reported exercise of options. The amount of shares withheld is based on the respective average of the high and low sales prices on the date of exercise.

F3: Sales effected under sales plan pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended.

F4: 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.

F5: Mr. Pennington disclaims beneficial ownership of 13,876 shares of the Issuer's Class A Common Stock owned by his spouse.

F6: 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.