Sec Form 4 Filing - Yuhas George A. @ CENTRAL GARDEN & PET CO - 2016-05-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Yuhas George A.
2. Issuer Name and Ticker or Trading Symbol
CENTRAL GARDEN & PET CO [ CENT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
General Counsel
(Last) (First) (Middle)
C/O CENTRAL GARDEN & PET COMPANY, 1340 TREAT BOULEVARD, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
05/11/2016
(Street)
WALNUT CREEK, CA94597
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 05/11/2016 M 45,000 A $ 9.54 88,474 D
Class A Common Stock 05/11/2016 F 37,943 D $ 18.36 ( 1 ) 50,531 D
Class A Common Stock 05/11/2016 M 8,000 A $ 9.26 58,531 D
Class A Common Stock 05/11/2016 F 6,706 D $ 18.36 ( 1 ) 51,825 D
Class A Common Stock 3,211.2173 I By 401(k) Plan ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 9.54 05/11/2016 M 45,000 ( 3 ) 03/26/2018 Class A Common Stock 45,000 $ 0 0 D
Stock Option (Right to Buy) $ 9.26 05/11/2016 M 8,000 ( 4 ) 04/13/2017 Class A Common Stock 8,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Yuhas George A.
C/O CENTRAL GARDEN & PET COMPANY
1340 TREAT BOULEVARD, SUITE 600
WALNUT CREEK, CA94597
General Counsel
Signatures
/s/ George A. Yuhas 05/12/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares 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.
( 2 )The units represent interests in the CENTA Stock Fund in the Issuer's 401(k) Plan, which consist of shares of CENTA stock and cash.
( 3 )On March 26, 2012, the reporting person was granted an option to purchase 45,000 shares of Class A Common Stock of the Issuer. The option vested in four equal annual installments beginning March 26, 2013 and are fully vested and exercisable.
( 4 )On April 13, 2011, the Issuer's Compensation Committee granted the reporting person an option to purchase 50,000 shares of Class A Common Stock of the Issuer. The option vests in five equal annual installments beginning April 13, 2012 based on the satisfaction of certain annual performance targets for each of the fiscal years ending September 2011, 2012, 2013, 2014 and 2015. The performance condition was not satisfied for 10,000 shares of Class A Common Stock.

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