CENTRAL GARDEN & PET CO — Director's Dealing 2014

Aug 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2014-08-11

Reporting Person: PENNINGTON BROOKS III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-11	Class A Common Stock	F	1073	$8.9425	Disposed	95509	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	15580	Indirect
Class A Common Stock	3876	Indirect
Class A Common Stock	15208	Indirect
Class A Common Stock	1275.2750	Indirect
Common Stock	159950	Direct
Common Stock	49040	Indirect
Common Stock	6938	Indirect
Common Stock	7604	Indirect

Footnotes

F1: Shares withheld by the Issuer in payment of the withholding tax liability incurred upon the vesting of the restricted stock award granted to the Reporting Person by the Issuer on February 10, 2014.

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 3,876 shares of the Issuer's Class A Common Stock owned by his spouse and 6,938 shares of the Issuer's 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.

F5: The information in this report is based on a plan statement as of June 30, 2014.