CENTRAL GARDEN & PET CO — Director's Dealing 2017

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2017-02-17

Reporting Person: Yuhas George A. (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Class A Common Stock	M	12500	$10.63	Acquired	64325	Direct
2017-02-17	Class A Common Stock	F	8512	$33.65	Disposed	55813	Direct
2017-02-17	Class A Common Stock	M	11750	$13.82	Acquired	67563	Direct
2017-02-17	Class A Common Stock	F	8451	$33.65	Disposed	59112	Direct
2017-02-22	Class A Common Stock	S	7287	$32.4643	Disposed	51825	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-17	Stock Option (Right to Buy)	$10.63	M	12500	Disposed	2021-03-31	Class A Common Stock (12500)	Direct
2017-02-17	Stock Option (Right to Buy)	$13.82	M	11750	Disposed	2022-01-29	Class A Common Stock (11750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Units	3652.224	Indirect

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: The range of prices for the shares of Class A Common Stock is from $33.265 to $33.354. Mr. Yuhas 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: 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.

F4: The options shall vest in four increments of 25% on March 31, 2016, 2017, 2018 and 2019.

F5: The options shall vest in four increments of 25% on January 29, 2017, 2018, 2019 and 2020.