CENTRAL GARDEN & PET CO — Director's Dealing 2015

Sep 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2015-09-03

Reporting Person: Machek Howard (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-03	Class A Common Stock	M	12800	$9.26	Acquired	34760	Direct
2015-09-03	Class A Common Stock	F	9971	$14.34	Disposed	24789	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-03	Stock Option (Right to Buy)	$9.26	M	12800	Disposed	2017-04-13	Class A Common Stock (12800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Units - Class A Common Stock	1095.6336	Indirect

Footnotes

F1: 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.

F2: 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.

F3: Options were granted on April 13, 2011 of which 12,800 shares are vested and exercisable, 3,200 shares will be vesting and exercisable on March 13, 2017 and 4,000 shares are subject to the satisfaction of performance conditions.