CENTRAL GARDEN & PET CO — Director's Dealing 2016

Dec 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2016-12-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-22	Class A Common Stock	G	3700	$0.00	Disposed	2134893	Direct
2016-12-23	Class A Common Stock	G	80000	$0.00	Disposed	2054893	Direct
2016-12-27	Common Stock	M	285608	$15.00	Acquired	1681312	Direct
2016-12-27	Common Stock	F	199433	$33.77	Disposed	1481879	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-27	Stock Option (right to buy)	$15.00	M	285608	Disposed	2017-04-15	Common Stock (285608)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	240000	Indirect

Footnotes

F1: 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.

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: On April 15, 2011, the Issuer's Compensation Committee granted the reporting person an option to purchase 357,010 shares of Common Stock of the Issuer at an exercise price of $15.00 per share. The option vests in five equal annual installments beginning April 15, 2012 based on the satisfaction of certain annual performance targets for each of the fiscal years ending September 2011, 2012, 2013, 2014 and 2015. 71,402 shares of Common Stock did not vest due to the non-satisfaction of a portion of the performance targets.