CENTRAL GARDEN & PET CO — Director's Dealing 2014

Aug 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2014-08-18

Reporting Person: Varlas Lori A. (SVP, CFO and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-18	Units	I	1557.4923	$5.9857	Disposed	0	Indirect
2014-08-19	Class A Common Stock	M	11500	$6.43	Acquired	62169	Direct
2014-08-19	Class A Common Stock	F	9526	$8.865	Disposed	52643	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-19	Stock Option (Right to Buy)	$6.43	M	11500	Disposed	2019-03-31	Class A Common Stock (11500)	Direct

Footnotes

F1: The units represent interests in the CENTA Stock Fund in the Issuer's 401(k) Plan, which consist of shares of CENTA stock and cash.

F2: Options exercised through sales plan pursuant to Rule 10b-5-1(c)(1) of the Securities Exchange Act of 1934, as amended.

F3: 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 price on the date of exercise.

F4: On August 12, 2013, the Reporting Person was granted an option to purchase 50,000 shares of Class A Common Stock of the Issuer. The option vests in four equal annual installments beginning March 31, 2014.