CENTRAL GARDEN & PET CO — Director's Dealing 2016

Aug 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2016-08-09

Reporting Person: PENNINGTON BROOKS III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-09	Class A Common Stock	F	473	$25.02	Disposed	57735	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3876	Indirect
Class A Common Stock	15208	Indirect
Units	1510.706	Indirect
Common Stock	159950	Direct
Common Stock	49040	Indirect
Common Stock	6938	Indirect
Common Stock	7604	Indirect

Footnotes

F1: Shares delivered by the Reporting Person in payment of the withholding tax liability upon vesting of restricted stock. The amount of shares withheld is based on the average of the high and low of the sales prices of CENTA on August 9, 2016.

F2: 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.

F3: 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.

F4: 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.