SEC Form 4 · accession 0001209191-18-051640

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

Sep 17, 2018

Accepted (ET)

Sep 19, 2018 · 4:20 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	Sep 17, 2018	M	4,546	$13.75	A	40,851	D
Class A Common Stock	Sep 17, 2018	F	2,569	$36.65	D	38,282	D
Class A Common Stock^F3	Sep 18, 2018	S	1,977	$36.3007	D	36,305	D
Class A Common Stock^F4	holding	—	—		—	3,876	I	By Spouse
Class A Common Stock^F5	holding	—	—		—	15,208	I	By LLC
Units^F6	holding	—	—		—	1,615	I	By 401(k) Account
Common Stock	holding	—	—		—	159,950	D
Common Stock^F4	holding	—	—		—	6,938	I	By Spouse
Common Stock^F5	holding	—	—		—	7,604	I	BY LLC
Common Stock^F7	holding	—	—		—	40,040	I	By LP

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	$13.75	Sep 17, 2018	M	4,546	D	—	Aug 9, 2019	Class A Common Stock	4,546	10,000	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 exercise.
F2Sale effected under 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 $36.06 to $36.55. 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 CENT Stock Fund in the Issuer's 401(k) Plan, which consist of shares of CENT 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 9, 2016, the date of the grant.