CENTRAL GARDEN & PET CO — Director's Dealing 2016

May 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2016-05-09

Reporting Person: Reed Michael A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-09	Class A Common Stock	M	11200	$9.26	Acquired	166091	Direct
2016-05-09	Class A Common Stock	F	7068	$18.82	Disposed	159023	Direct
2016-05-09	Class A Common Stock	M	12500	$9.54	Acquired	171523	Direct
2016-05-09	Class A Common Stock	F	8023	$18.82	Disposed	163500	Direct
2016-05-09	Class A Common Stock	M	12500	$6.43	Acquired	176000	Direct
2016-05-09	Class A Common Stock	F	6522	$18.82	Disposed	169478	Direct
2016-05-09	Class A Common Stock	M	12500	$10.63	Acquired	181978	Direct
2016-05-09	Class A Common Stock	F	8549	$18.82	Disposed	173429	Direct
2016-05-09	Class A Common Stock	S	3027	$18.7003	Disposed	170402	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-09	Stock Option (Right to Buy)	$9.26	M	11200	Disposed	2017-04-13	Class A Common Stock (11200)	Direct
2016-05-09	Stock Option (Right to Buy)	$9.54	M	12500	Disposed	2018-03-26	Class A Common Stock (12500)	Direct
2016-05-09	Stock Option (Right to Buy)	$6.43	M	12500	Disposed	2019-03-31	Class A Common Stock (12500)	Direct
2016-05-09	Stock Option (Right to Buy)	$10.63	M	12500	Disposed	2021-03-31	Class A Common Stock (12500)	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 exercise.

F2: On April 13, 2011, the Issuer's Compensation Committee granted the reporting person an option to purchase 70,000 shares of Class A Common Stock of the Issuer. The option vests in five equal annual installments beginning April 13, 2012 based on the satisfaction of certain annual performance targets for each of the fiscal years ending September 2011, 2012, 2013, 2014 and 2015. The performance targets were not met for 14,000 shares of Class A Common Stock.

F3: On March 26, 2012, the reporting person was granted an option to purchase 50,000 shares of Class A Common Stock of the Issuer. The option vests in four equal annual installments beginning March 26, 2013.

F4: On August 12, 2013, the Reporting Person was granted an option to purchase 50,000 shares of Class A Common Stock of the Issuer. The option vests in four equal annual installments beginning March 31, 2014.

F5: The options shall vest in four increments of 25% on March 31, 2016, 2017, 2018 and 2019.