CENTRAL GARDEN & PET CO — Director's Dealing 2018

Jan 12, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL GARDEN & PET CO (CENT)
CIK: 0000887733
Period of Report: 2018-01-10

Reporting Person: PENNINGTON BROOKS III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-10	Class A Common Stock	S	10000	$35.4744	Disposed	35928	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	15208	Indirect
Class A Common Stock	3876	Indirect
Common Stock	159950	Direct
Common Stock	40040	Indirect
Common Stock	6938	Indirect
Common Stock	7604	Indirect
Units	1585.2316	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 Class A Common Stock is from $35.13 to $35.81. 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.

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: 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.

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: 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.