CENTRAL GARDEN & PET CO — Director's Dealing 2012

Dec 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2012-11-30

Reporting Person: PENNINGTON BROOKS III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-30	Class A Common Stock	M	5000	$9.45	Acquired	97042	Direct
2012-11-30	Class A Common Stock	F	4352	$11.07	Disposed	92690	Direct
2012-12-03	Class A Common Stock	S	648	$11.6439	Disposed	92042	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-30	Stock Option (right to buy)	$9.45	M	5000	Disposed	2014-08-14	Class A Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	38080	Indirect
Class A Common Stock	3876	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 the exercise.

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

F4: The range of prices for the shares of Class A Common Stock is from $11.63 to $11.66. 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.

F5: 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.

F6: Mr. Pennington disclaims beneficial ownership of 3,876 shares of the Issuer's Class A Common Stock owned by his spouse.

F7: 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.

F8: One-third of the total options granted will become exercisable at each of 6 months, 18 months and 30 months after February 14, 2011, the date of grant.