CENTRAL GARDEN & PET CO — Director's Dealing 2015

Mar 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BROWN WILLIAM E (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-09	Class A Common Stock	M	115000	$10.00	Acquired	2977717	Direct
2015-03-09	Class A Common Stock	F	113801	$10.17	Disposed	2863916	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-09	Stock Option (right to buy)	$10	M	115000	Disposed	2015-04-15	Class A Common Stock (115000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	240000	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 price on the date of exercise.

F2: These securities are owned directly by various family Irrevocable Trusts and indirectly by the Reporting Person and his spouse as co-trustees of the Irrevocable Trusts. The Reporting Person and his spouse, as co-trustees, have and share investment control over the securities held in each of the Irrevocable Trusts but disclaim beneficial ownership of the reported securities held by the Irrevocable Trusts except to the extent of his and his wife's pecuniary interest therein.

F3: The option vested in five equal annual installments beginning April 14, 2010, of which 20,000 shares in the original grant expired based on the failure to satisfy certain annual performance targets.