CENTRAL GARDEN & PET CO — Director's Dealing 2016

Nov 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2016-11-14

Reporting Person: Ranelli John (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-14	Class A Common Stock	M	154959	$8.93	Acquired	456754	Direct
2016-11-14	Class A Common Stock	F	123615	$26.89	Disposed	332802	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-14	Stock Option (right to buy)	$8.93	M	154959	Disposed	2019-02-11	Class A Common Stock (154959)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	638	Indirect
Common Stock	81863	Indirect
Common Stock	96379	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 the exercise.

F2: Mr. Ranelli disclaims beneficial ownership of the shares of the Company's Common Stock and Class A Common Stock owned by the John R. Ranelli Trust Dated 12/24/97 except to the extent of his pecuniary interest therein.

F3: The option vests in four equal annual installments beginning February 11, 2013.