CENTRAL GARDEN & PET CO — Director's Dealing 2016

Dec 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2016-12-06

Reporting Person: CHICHESTER DAVID N (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-06	Class A Common Stock	M	8500	$12.32	Acquired	24922	Direct
2016-12-06	Class A Common Stock	F	3435	$30.49	Disposed	21487	Direct
2016-12-06	Class A Common Stock	M	4848	$13.75	Acquired	26335	Direct
2016-12-06	Class A Common Stock	F	2187	$30.49	Disposed	24148	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-06	Stock Option (Right to Buy)	$12.32	M	8500	Disposed	2020-08-17	Class A Common Stock (8500)	Direct
2016-12-06	Stock Option (Right to Buy)	$13.75	M	4848	Disposed	2019-08-09	Class A Common Stock (4848)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2804	Direct

Footnotes

F1: Shares withheld by the Issuer in payment of the aggregate option exercise price 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.

F2: The options vested upon the first to occur of termination of employment by the Company (other than for cause) or the expiration of six months after commencement of employment.

F3: One-third of the total options granted will become exercisable at each of 6 months, 18 months and 30 months after February 9, 2016 the date of the grant.