SEC Form 4 · accession 0001209191-16-091451

CENTRAL GARDEN & PET CO · CENT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Brooks Pennington III

Director

Period of report

Jan 13, 2016

Accepted (ET)

Jan 14, 2016 · 4:48 pm EST

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	Jan 13, 2016	M	9,000	$7.21	A	105,753	D
Class A Common Stock	Jan 13, 2016	F	6,577	$12.85	D	99,176	D
Class A Common Stock^F3	Jan 14, 2016	S	2,423	$12.7079	D	96,753	D
Class A Common Stock^F4	holding	—	—		—	3,876	I	By Spouse
Class A Common Stock^F5	holding	—	—		—	15,208	I	By LLC
Units^F6	holding	—	—		—	1,464	I	401(k) Account
Common Stock	holding	—	—		—	159,950	D
Common Stock^F7	holding	—	—		—	49,040	I	By L.P.
Common Stock^F4	holding	—	—		—	6,938	I	By Spouse
Common Stock^F5	holding	—	—		—	7,604	I	By LLC

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)^F8	$7.21	Jan 13, 2016	M	9,000	D	—	Aug 10, 2017	Class A Common Stock	9,000	18,740	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 prices on the date of the exercise.
F2Shares sold through sales plan pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended.
F3The range of prices for the shares of Class A Common Stock is from $12.58 to $12.82. 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.
F4Mr. Pennington disclaims beneficial ownership of 6,938 shares of the Issuer's Common Stock owned by his spouse and 3,876 shares of the Issuer's Class A Common Stock owned by his spouse.
F5By 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.
F6The units represent interests in the CENTA Stock Fund in the Issuer's 401(k) Plan as of December 16, 2015, which consist of shares of CENTA stock and cash.
F7By 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.
F8One-third of the total options granted becomes exercisable at each of 6 months, 18 months and 30 months after February 10, 2014, the date of the grant.