SEC Form 4 · accession 0001181431-15-004487
CENTRAL GARDEN & PET CO · CENT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William E Brown
Director · 10% Owner
Period of report
Mar 9, 2015
Accepted (ET)
Mar 11, 2015 · 4:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000887733
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Mar 9, 2015 | M | 115,000 | $10.00 | A | 2,977,717 | D | |
| Class A Common Stock | Mar 9, 2015 | F | 113,801 | $10.17 | D | 2,863,916 | D | |
| Class A Common StockF2 | holding | — | — | — | 240,000 | I | By Irrevocable Trusts |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $10.00 | Mar 9, 2015 | M | 115,000 | D | — | Apr 15, 2015 | Class A Common Stock | 115,000 | 115,000 | D |
Explanation of responses
- F1Shares 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 price on the date of exercise.
- F2These securities are owned directly by various family Irrevocable Trusts and indirectly by the Reporting Person and his spouse as co-trustees of the Irrevocable Trusts. The Reporting Person and his spouse, as co-trustees, have and share investment control over the securities held in each of the Irrevocable Trusts but disclaim beneficial ownership of the reported securities held by the Irrevocable Trusts except to the extent of his and his wife's pecuniary interest therein.
- F3The option vested in five equal annual installments beginning April 14, 2010, of which 20,000 shares in the original grant expired based on the failure to satisfy certain annual performance targets.