CENTRAL GARDEN & PET CO — Director's Dealing 2017

May 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2017-05-11

Reporting Person: Reed Michael A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-11	Class A Common Stock	S	7557	$33.41	Disposed	142558	Direct
2017-05-11	Class A Common Stock	M	6250	$6.43	Acquired	148808	Direct
2017-05-11	Class A Common Stock	F	3328	$33.10	Disposed	145480	Direct
2017-05-11	Class A Common Stock	M	6250	$10.63	Acquired	151730	Direct
2017-05-11	Class A Common Stock	F	3788	$33.10	Disposed	147942	Direct
2017-05-11	Class A Common Stock	M	6250	$13.82	Acquired	154192	Direct
2017-05-11	Class A Common Stock	F	4138	$33.10	Disposed	150054	Direct
2017-05-12	Class A Common Stock	M	6250	$6.43	Acquired	156304	Direct
2017-05-12	Class A Common Stock	F	3323	$33.33	Disposed	152981	Direct
2017-05-12	Class A Common Stock	M	6250	$10.63	Acquired	159231	Direct
2017-05-12	Class A Common Stock	F	3780	$33.33	Disposed	155451	Direct
2017-05-12	Class A Common Stock	M	6250	$13.82	Acquired	161701	Direct
2017-05-12	Class A Common Stock	F	4127	$33.33	Disposed	157574	Direct
2017-05-12	Class A Common Stock	S	7550	$33.00	Disposed	150024	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-11	Class A Common Stock	$6.43	M	6250	Disposed	2019-03-31	Class A Common Stock (6250)	Direct
2017-05-12	Class A Common Stock	$6.43	M	6250	Disposed	2019-03-31	Class A Common Stock (6250)	Direct
2017-05-11	Class A Common Stock	$10.63	M	6250	Disposed	2021-03-31	Class A Common Stock (6250)	Direct
2017-05-12	Class A Common Stock	$10.63	M	6250	Disposed	2021-03-31	Class A Common Stock (6250)	Direct
2017-05-11	Class A Common Stock	$13.82	M	6250	Disposed	2022-01-29	Class A Common Stock (6250)	Direct
2017-05-12	Class A Common Stock	$13.82	M	6250	Disposed	2022-01-29	Class A Common Stock (6250)	Direct

Footnotes

F1: The range of prices for the shares of Class A Common Stock is from $33.36 to $33.44. Mr. Reed 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.

F2: 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.

F3: The range of prices for the shares of Class A Common Stock is from $32.97 to $33.01. Mr. Reed 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.

F4: Options were granted on August 12, 2013 and all shares are vested & exercisable.

F5: On April 16, 2015, 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, 2016.

F6: On January 29, 2016, 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 January 29, 2017.