CENTRAL GARDEN & PET CO — Director's Dealing 2015

Feb 21, 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: Varlas Lori A. (SVP, CFO and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-19	Class A Common Stock	M	24000	$9.26	Acquired	85418	Direct
2015-02-19	Class A Common Stock	F	23353	$9.72	Disposed	62065	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-19	Stock Option (Right to Buy)	$9.26	M	24000	Disposed	2017-04-13	Class A Common Stock (24000)	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 price on the date of exercise.

F2: On April 13, 2011, the Issuer's Compensation Committee granted the reporting person an option to purchase 50,000 shares of Class A Common Stock of the Issuer. The option vests in five equal annual installments beginning April 13, 2012. Twenty percent of the option also vests based on the satisfaction of certain annual performance targets for each of the fiscal years ending September 2011, 2012, 2013, 2014 and 2015.