CENTRAL GARDEN & PET CO — Director's Dealing 2015

Jan 7, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2015-01-05

Reporting Person: PENNINGTON BROOKS III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-05	Class A Common Stock	M	14000	$9.34	Acquired	109509	Direct
2015-01-05	Class A Common Stock	F	13564	$9.84	Disposed	95945	Direct
2015-01-06	Class A Common Stock	S	436	$9.75	Disposed	95509	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-05	Stock Option (right to buy)	$9.34	M	14000	Disposed	2015-08-13	Class A Common Stock (14000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	8080	Indirect
Class A Common Stock	3876	Indirect
Class A Common Stock	15208	Indirect
Class A Common Stock	1307.639	Indirect
Common Stock	159950	Direct
Common Stock	49040	Indirect
Common Stock	6938	Indirect
Common Stock	7604	Indirect

Footnotes

F1: Options exercised through sales plan pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended.

F2: 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 the exercise.

F3: 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.

F4: Mr. Pennington disclaims beneficial ownership of 3,876 shares of the Issuer's Class A Common Stock owned by his spouse and 6,938 shares of the Issuer's Common Stock owned by his spouse.

F5: 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.

F6: The information in this report is based on a plan statement as of September 30, 2014.

F7: One-third of the total options granted will become exercisable at each of 6 months, 18 months and 30 months after February 13, 2012, the date of grant.