SEC Form 4 · accession 0001209191-16-134978
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
Aug 1, 2016
Accepted (ET)
Aug 2, 2016 · 5:05 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 | Aug 1, 2016 | M | 11,397 | $8.93 | A | 69,605 | D | |
| Class A Common Stock | Aug 1, 2016 | F | 6,781 | $22.81 | D | 62,824 | D | |
| Class A Common StockF3 | Aug 2, 2016 | S | 4,616 | $22.4299 | D | 58,208 | D | |
| Class A Common StockF4 | holding | — | — | — | 3,876 | I | By Spouse | |
| Class A Common StockF5 | holding | — | — | — | 15,208 | I | By LLC | |
| UnitsF6 | holding | — | — | — | 1,511 | I | 401(k) Account | |
| Common Stock | holding | — | — | — | 159,950 | D | ||
| Common StockF7 | holding | — | — | — | 49,040 | I | By L.P | |
| Common StockF4 | holding | — | — | — | 6,938 | I | By Spouse | |
| Common StockF5 | 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 | $8.93 | Aug 1, 2016 | M | 11,397 | D | — | Aug 11, 2016 | Class A Common Stock | 11,397 | 0 | 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 $22.16 to $22.84. 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 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.
- 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 June 30, 2016, 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 became exercisable at each of 6 months, 18 months and 30 months after February 11, 2013, the date of the grant.