CENTRAL GARDEN & PET CO — Director's Dealing 2012

Aug 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2012-08-06

Reporting Person: BALOUSEK JOHN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-06	Class A Common Stock	M	30582	$6.54	Acquired	50853	Direct
2012-08-06	Class A Common Stock	F	18299	$10.93	Disposed	32554	Direct
2012-08-06	Class A Common Stock	S	3864	$11.00	Disposed	28690	Direct
2012-08-07	Class A Common Stock	S	8419	$10.8885	Disposed	20271	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-06	Director Stock Option (right to buy)	$6.54	M	30582	Disposed	2012-08-09	Class A Common Stock (30582)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	55160	Direct

Footnotes

F1: Shares withheld by the Issuer in payment of the aggregate option exercise price 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.

F2: The range of prices for the shares of Class A Common Stock is from $10.86 to $10.92. Mr. Balousek 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.

F3: One-third of the total options granted became exercisable at each of 6 months, 18 months and 30 months after February 9, 2009, the date of the grant.