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: Machek Howard (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-09	Class A Common Stock	M	3200	$9.26	Acquired	27438	Direct
2016-05-09	Class A Common Stock	F	2186	$18.82	Disposed	25252	Direct
2016-05-09	Class A Common Stock	M	9000	$9.54	Acquired	34252	Direct
2016-05-09	Class A Common Stock	F	6231	$18.82	Disposed	28021	Direct
2016-05-09	Class A Common Stock	S	6000	$18.75	Disposed	22021	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	3200	Disposed	2017-04-13	Class A Common Stock (3200)	Direct
2016-05-09	Stock Option (Right to buy)	$9.54	M	9000	Disposed	2018-03-26	Class A Common Stock (9000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Units - Class A Common Stock	1461.8	Indirect

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: The units represent interests in the CENTA Stock Fund in the Issuer's 401(k) Plan, which consist of shares of CENTA stock and cash.

F3: Options were granted on April 13, 2011. The 4,000 shares of Class A Common Stock did not vest.

F4: Options were granted on March 26, 2012 and all shares of Class A Common Stock are vested and exercisable.