CENTRAL GARDEN & PET CO — Director's Dealing 2015

Feb 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2015-02-19

Reporting Person: Reed Michael A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-19	Class A Common Stock	M	69000	$8.00	Acquired	207879	Direct
2015-02-19	Class A Common Stock	F	60238	$9.72	Disposed	147641	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-19	Stock Option (Right to Buy)	$8.00	M	69000	Disposed	2015-04-14	Class A Common Stock (69000)	Direct

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: On April 14, 2009, the Issuer's Compensation Committee granted the reporting person an option to purchase 75,000 shares of Class A Common Stock of the Issuer. The option vested in five equal annual installments beginning April 14, 2010. A portion of the option relating to 6,000 shares was cancelled based on the non satisfaction of certain annual performance targets for each of the fiscal years ending September 2009, 2010, 2011, 2012 and 2013.