CENTRAL GARDEN & PET CO — Director's Dealing 2016

Feb 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2016-02-09

Reporting Person: PENNINGTON BROOKS III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-09	Class A Common Stock	A	1455	$0.00	Acquired	98208	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-09	Stock Option (right to buy)	$13.75	A	14546	Acquired	2019-08-09	Class A Common Stock (14546)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3876	Indirect
Class A Common Stock	15208	Indirect
Units	1463.71	Indirect
Common Stock	159950	Direct
Common Stock	49040	Indirect
Common Stock	6938	Indirect
Common Stock	7604	Indirect

Footnotes

F1: Restricted stock award granted under the Company's 2003 Omnibus Equity Incentive Plan, as amended.

F2: Mr. Pennington disclaims beneficial ownership of 6,938 shares of the Issuer's Common Stock owned by his spouse and 3,876 shares of the Issuer's Class A 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 December 31, 2015, 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.

F6: Stock options granted under the Company's 2003 Omnibus Equity Incentive Plan, as amended.

F7: One-third of the total options granted will become exercisable at each of 6 months, 18 months and 30 months after February 9, 2016 the date of the grant.