SEC Form 4 · accession 0001209191-18-010427
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
Feb 13, 2018
Accepted (ET)
Feb 15, 2018 · 4:35 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 StockF1 | Feb 13, 2018 | A | 542 | $0.00 | A | 36,470 | D | |
| Class A Common StockF2 | holding | — | — | — | 3,876 | I | By Spouse | |
| Class A Common StockF3 | holding | — | — | — | 15,208 | I | By LLC | |
| Common Stock | holding | — | — | — | 159,950 | D | ||
| Common StockF4 | holding | — | — | — | 40,040 | I | By LP | |
| Common StockF2 | holding | — | — | — | 6,938 | I | By Spouse | |
| Common StockF3 | holding | — | — | — | 7,604 | I | By LLC | |
| UnitsF5 | holding | — | — | — | 1,563 | I | By 401(K) Account |
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)F6,F7 | $36.94 | Feb 13, 2018 | A | 5,415 | A | — | Aug 13, 2021 | Class A Common Stock | 5,415 | 5,415 | D |
Explanation of responses
- F1Restricted stock award granted under the Company's 2003 Omnibus Equity Incentive Plan, as amended.
- F2Mr. 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.
- F3By 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.
- F4By 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.
- F5The units represent interests in the CENTA Stock Fund in the Issuer's 401(k) Plan, which consist of shares of CENTA stock and cash as of 12/31/2017.
- F6Stock options granted under the Company's 2003 Omnibus Equity Incentive Plan, as amended.
- F7One-third of the total options granted will become exercisable at each of 6 months, 18 months and 30 months after February 13, 2018, the date of the grant.