CENTRAL GARDEN & PET CO — Director's Dealing 2012

Aug 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2012-08-20

Reporting Person: Reed Michael A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-20	Class A Common Stock	M	30000	$4.60	Acquired	61634	Direct
2012-08-20	Class A Common Stock	F	17121	$11.05	Disposed	44513	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-20	Stock Option (Right to Buy)	$4.60	M	30000	Disposed	2014-03-04	Class A Common Stock (30000)	Direct

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: On March 4, 2008, the reporting person was granted an option to purchase 120,000 shares of Class A Common Stock of the Issuer. The option vests in five equal annual installments beginning March 4, 2009. Twenty percent of the option vests based on the satisfaction of certain annual performance targets for each of the fiscal years ending September 2008, 2009, 2010, 2011 and 2012.