CENTRAL GARDEN & PET CO — Director's Dealing 2016

May 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2016-05-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-20	Class A Common Stock	G	3580	$0.00	Disposed	2547890	Direct
2016-05-24	Class A Common Stock	M	151200	$8.99	Acquired	2699090	Direct
2016-05-24	Class A Common Stock	F	110688	$18.39	Disposed	2588402	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-24	Stock Option (right to buy)	$8.99	M	151200	Disposed	2016-06-04	Class A Common Stock (151200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	240000	Indirect
Common Stock	1395704	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: 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.

F3: On June 4, 2010, the Issuer's Compensation Committee granted the reporting person an option to purchase 180,000 shares of Class A Common Stock of the Issuer. The option vests in five equal annual installments beginning June 4, 2011 based on the satisfaction of certain annual performance targets for each of the fiscal years ending September 2010, 2011, 2012, 2013 and 2014.