CENTRAL GARDEN & PET CO — Director's Dealing 2016

Feb 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2016-02-16

Reporting Person: Reed Michael A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-16	Class A Common Stock	M	37500	$9.54	Acquired	193662	Direct
2016-02-16	Class A Common Stock	F	29236	$13.91	Disposed	164426	Direct
2016-02-16	Class A Common Stock	M	25000	$6.43	Acquired	189426	Direct
2016-02-16	Class A Common Stock	F	15234	$13.91	Disposed	174192	Direct
2016-02-18	Class A Common Stock	S	18161	$14.32	Disposed	156031	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-16	Stock Option (Right to Buy)	$9.54	M	37500	Disposed	2018-03-26	Class A Common Stock (37500)	Direct
2016-02-16	Stock Option (Right to Buy)	$6.43	M	25000	Disposed	2019-03-31	Class A Common Stock (25000)	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 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.

F3: 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.