CENTRAL GARDEN & PET CO — Director's Dealing 2017

Feb 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2017-02-14

Reporting Person: Ranelli John (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-14	Class A Common Stock	A	630	$0.00	Acquired	127335	Direct
2017-02-14	Class A Common Stock	M	51653	$8.93	Acquired	178988	Direct
2017-02-14	Class A Common Stock	F	29506	$31.60	Disposed	149482	Direct
2017-02-14	Class A Common Stock	M	52302	$12.50	Acquired	201784	Direct
2017-02-14	Class A Common Stock	F	37186	$31.60	Disposed	164598	Direct
2017-02-14	Class A Common Stock	M	52302	$15.00	Acquired	216900	Direct
2017-02-14	Class A Common Stock	F	39164	$31.60	Disposed	177736	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-14	Stock Option (Right to Buy)	$31.76	A	6298	Acquired	2020-08-09	Class A Common Stock (6298)	Direct
2017-02-14	Stock Option (Right to Buy)	$8.93	M	51653	Disposed	2019-02-11	Class A Common Stock (51653)	Direct
2017-02-14	Stock Option (Right to Buy)	$12.50	M	52302	Disposed	2019-02-11	Class A Common Stock (52302)	Direct
2017-02-14	Stock Option (Right to Buy)	$15.00	M	52302	Disposed	2019-02-11	Class A Common Stock (52302)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	81719	Indirect
Common Stock	64253	Direct
Commmon Stock	39384	Indirect

Footnotes

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

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 the exercise.

F3: Mr. Ranelli disclaims beneficial ownership of the shares of the Company's Common Stock and Class A Common Stock owned by the John R. Ranelli Trust dated 12/24/97 except to the extent of his pecuniary interest therein.

F4: Stock options granted under the Company's Nonemployee Director Equity Incentive Plan, as amended.

F5: One-third of the total options granted will become exercisable at each of 6 months, 18 months and 30 months after February 14, 2017, the date of the grant.

F6: The option vests in four equal annual installments beginning February 11, 2013.