SEC Form 4 · accession 0001209191-16-123764
CENTRAL GARDEN & PET CO · CENT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William E Brown
Officer — Chairman · Director · 10% Owner
Period of report
May 20, 2016
Accepted (ET)
May 26, 2016 · 6:07 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 | May 20, 2016 | G | 3,580 | $0.00 | D | 2,547,890 | D | |
| Class A Common Stock | May 24, 2016 | M | 151,200 | $8.99 | A | 2,699,090 | D | |
| Class A Common Stock | May 24, 2016 | F | 110,688 | $18.39 | D | 2,588,402 | D | |
| Class A Common StockF2 | holding | — | — | — | 240,000 | I | By Irrevocable Trusts | |
| Common Stock | holding | — | — | — | 1,395,704 | D |
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 | $8.99 | May 24, 2016 | M | 151,200 | D | — | Jun 4, 2016 | Class A Common Stock | 151,200 | 28,800 | 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.
- 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.
- F3On June 4, 2010, the Issuer's Compensation Committee granted the reporting person an option to purchase 180,000 shares of Class A Common Stock of the Issuer. The option vests in five equal annual installments beginning June 4, 2011 based on the satisfaction of certain annual performance targets for each of the fiscal years ending September 2010, 2011, 2012, 2013 and 2014.