CENTRAL GARDEN & PET CO — Director's Dealing 2016

May 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2016-05-11

Reporting Person: Yuhas George A. (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-11	Class A Common Stock	M	45000	$9.54	Acquired	88474	Direct
2016-05-11	Class A Common Stock	F	37943	$18.36	Disposed	50531	Direct
2016-05-11	Class A Common Stock	M	8000	$9.26	Acquired	58531	Direct
2016-05-11	Class A Common Stock	F	6706	$18.36	Disposed	51825	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-11	Stock Option (Right to Buy)	$9.54	M	45000	Disposed	2018-03-26	Class A Common Stock (45000)	Direct
2016-05-11	Stock Option (Right to Buy)	$9.26	M	8000	Disposed	2017-04-13	Class A Common Stock (8000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3211.2173	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: On March 26, 2012, the reporting person was granted an option to purchase 45,000 shares of Class A Common Stock of the Issuer. The option vested in four equal annual installments beginning March 26, 2013 and are fully vested and exercisable.

F4: On April 13, 2011, the Issuer's Compensation Committee granted the reporting person an option to purchase 50,000 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 condition was not satisfied for 10,000 shares of Class A Common Stock.