CENTRAL GARDEN & PET CO — Director's Dealing 2016

May 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2016-05-06

Reporting Person: PENNINGTON BROOKS III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-06	Class A Common Stock	S	30000	$19.00	Disposed	58208	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3876	Indirect
Class A Common Stock	15208	Indirect
Units	1491.686	Indirect
Common Stock	159950	Direct
Common Stock	49040	Indirect
Common Stock	6938	Indirect
Common Stock	7604	Indirect

Footnotes

F1: Shares sold through sales plan pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended.

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: The units represent interests in the CENTA Stock Fund in the Issuer's 401(k) Plan as of March 31, 2016, which consist of shares of CENTA stock and cash.

F5: 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.