CENTRAL GARDEN & PET CO — Director's Dealing 2016

Aug 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2016-08-17

Reporting Person: CHICHESTER DAVID N (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-17	Class A Common Stock	G	4063	$0.00	Disposed	16422	Direct
2016-08-22	Class A Common Stock	M	9247	$7.21	Acquired	25669	Direct
2016-08-22	Class A Common Stock	F	2722	$24.50	Disposed	22947	Direct
2016-08-22	Class A Common Stock	M	6761	$9.86	Acquired	29708	Direct
2016-08-22	Class A Common Stock	F	2721	$24.50	Disposed	26987	Direct
2016-08-22	Class A Common Stock	M	4000	$12.32	Acquired	30987	Direct
2016-08-22	Class A Common Stock	F	2012	$24.50	Disposed	28975	Direct
2016-08-23	Class A Common Stock	S	12553	$24.5613	Disposed	16422	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-22	Stock Option (Right to Buy)	$7.21	M	9247	Disposed	2017-08-10	Class A Common Stock (9247)	Direct
2016-08-22	Stock Option (Right to Buy)	$9.86	M	6761	Disposed	2018-08-10	Class A Common Stock (6761)	Direct
2016-08-22	Stock Option (Right to Buy)	$12.32	M	4000	Disposed	2020-08-17	Class A Common Stock (4000)	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 range of prices for the shares of Class A Common Stock is from $24.52 to $24.61. Mr. Chichester undertakes that he will provide, upon request by the staff of the U.S. Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.

F3: One-third of the total options granted became exercisable at each of 6 months, 18 months and 30 months after February 10, 2014, the date of the grant

F4: One-third of the total options granted became exercisable at each of 6 months, 18 months and 30 months after February 10, 2015, the date of the grant.

F5: The options will vest 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.