SEC Form 4 · accession 0001209191-17-049320

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 14, 2017

Accepted (ET)

Aug 16, 2017 · 8:38 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^F2	Aug 14, 2017	S	10,000	$34.0143	D	48,365	D
Class A Common Stock	Aug 14, 2017	F	211	$34.03	D	48,154	D
Class A Common Stock^F4	Aug 15, 2017	S	2,226	$33.5799	D	45,928	D
Class A Common Stock	Aug 15, 2017	M	10,000	$9.86	A	55,928	D
Class A Common Stock	Aug 15, 2017	F	5,293	$33.59	D	50,635	D
Class A Common Stock^F6	Aug 16, 2017	S	4,707	$32.9301	D	45,928	D
Common Stock^F7,F8	Aug 14, 2017	S	9,000	$35.113	D	40,040	I	By L.P.
Class A Common Stock^F9	holding	—	—		—	3,876	I	By Spouse
Class A Common Stock^F10	holding	—	—		—	15,208	I	By LLC
Units^F11	holding	—	—		—	1,563	I	401(K) Account
Common Stock	holding	—	—		—	159,950	D
Common Stock^F9	holding	—	—		—	6,938	I	By Spouse
Common Stock^F10	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)^F12	$9.86	Aug 15, 2017	M	10,000	D	—	Aug 10, 2018	Class A Common Stock	10,000	10,284	D

Explanation of responses

F1Sale effected under sales plan pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended.
F10By 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.
F11The units represent interests in the CENTA Stock Fund in the Issuer's 401(k) Plan, which consist of shares of CENTA stock and cash.
F12One-third of the total options granted became exercisable at each of 6 months, 18 months and 30 months after February 10, 2015, the date of the grant.
F2The range of prices for the shares of Common Stock is from $33.71 to $34.28. 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.
F3Shares delivered by Reporting Person in payment of the withholding tax liability upon vesting of restricted stock. The amount of shares withheld is based on the average of the high and low of the sales prices of CENTA on August 14, 2017.
F4The range of prices for the shares of Class A Common Stock is from $33.30 to $33.81. 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.
F5Shares 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 exercise.
F6The range of prices for the shares of Class A Common Stock is from $32.79 to $33.16. 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.
F7The range of prices for the shares of Common Stock is from $34.81 to $35.43. 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.
F8By 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.
F9Mr. 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.