CENTRAL GARDEN & PET CO — Director's Dealing 2015

Aug 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2015-08-10

Reporting Person: PENNINGTON BROOKS III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-10	Class A Common Stock	F	785	$11.26	Disposed	96753	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3876	Indirect
Class A Common Stock	15208	Indirect
Units	1415.147	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, 2015.

F2: Mr. Pennington disclaims beneficial ownership of 6,938 shares of the Issuer's Common Stock owned by his spouse and 3,876 shares of the Issuer's Class A Common Stock owned by his spouse.

F3: 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.

F4: The information in this report is based on a plan statement as of June 30, 2015. 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.

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.