SEC Form 4 · accession 0001209191-16-156949

CENTRAL GARDEN & PET CO · CENT

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

Reporting owner

Officer — Chairman · Director · 10% Owner

Period of report

Dec 22, 2016

Accepted (ET)

Dec 28, 2016 · 8:35 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	Dec 22, 2016	G	3,700	$0.00	D	2,134,893	D
Class A Common Stock	Dec 23, 2016	G	80,000	$0.00	D	2,054,893	D
Common Stock	Dec 27, 2016	M	285,608	$15.00	A	1,681,312	D
Common Stock	Dec 27, 2016	F	199,433	$33.77	D	1,481,879	D
Class A Common Stock^F1	holding	—	—		—	240,000	I	By Irrevocable Trusts

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F3	$15.00	Dec 27, 2016	M	285,608	D	—	Apr 15, 2017	Common Stock	285,608	0	D

F1These 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.
F2Shares 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.
F3On April 15, 2011, the Issuer's Compensation Committee granted the reporting person an option to purchase 357,010 shares of Common Stock of the Issuer at an exercise price of $15.00 per share. The option vests in five equal annual installments beginning April 15, 2012 based on the satisfaction of certain annual performance targets for each of the fiscal years ending September 2011, 2012, 2013, 2014 and 2015. 71,402 shares of Common Stock did not vest due to the non-satisfaction of a portion of the performance targets.