CENTRAL GARDEN & PET CO — Director's Dealing 2017

Aug 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2017-08-14

Reporting Person: PENNINGTON BROOKS III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-14	Class A Common Stock	S	10000	$34.0143	Disposed	48365	Direct
2017-08-14	Class A Common Stock	F	211	$34.03	Disposed	48154	Direct
2017-08-15	Class A Common Stock	S	2226	$33.5799	Disposed	45928	Direct
2017-08-15	Class A Common Stock	M	10000	$9.86	Acquired	55928	Direct
2017-08-15	Class A Common Stock	F	5293	$33.59	Disposed	50635	Direct
2017-08-16	Class A Common Stock	S	4707	$32.9301	Disposed	45928	Direct
2017-08-14	Common Stock	S	9000	$35.113	Disposed	40040	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-15	Stock Option (Right to Buy)	$9.86	M	10000	Disposed	2018-08-10	Class A Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3876	Indirect
Class A Common Stock	15208	Indirect
Units	1563.368	Indirect
Common Stock	159950	Direct
Common Stock	6938	Indirect
Common Stock	7604	Indirect

Footnotes

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

F2: The range of prices for the shares of Common Stock is from $33.71 to $34.28. Mr. Pennington undertakes that he will provide, upon request by the staff of the U.S. Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.

F3: Shares delivered by Reporting Person in payment of the withholding tax liability upon vesting of restricted stock. The amount of shares withheld is based on the average of the high and low of the sales prices of CENTA on August 14, 2017.

F4: The range of prices for the shares of Class A Common Stock is from $33.30 to $33.81. Mr. Pennington undertakes that he will provide, upon request by the staff of the U.S. Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.

F5: 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.

F6: The range of prices for the shares of Class A Common Stock is from $32.79 to $33.16. Mr. Pennington undertakes that he will provide, upon request by the staff of the U.S. Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.

F7: The range of prices for the shares of Common Stock is from $34.81 to $35.43. Mr. Pennington undertakes that he will provide, upon request by the staff of the U.S. Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.

F8: 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.

F9: 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.

F10: 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.

F11: 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.

F12: One-third of the total options granted became exercisable at each of 6 months, 18 months and 30 months after February 10, 2015, the date of the grant.