Sec Form 4 Filing - ROETH GEORGE C @ CENTRAL GARDEN & PET CO - 2019-05-22

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 ROETH GEORGE C 2. Issuer Name and Ticker or Trading Symbol CENTRAL GARDEN & PET CO [ CENT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O CENTRAL GARDEN & PET COMPANY, 1340 TREAT BLVD, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 05/22/2019 (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 05/22/2019 M 14,546 A $ 13.75 43,793 I By the Roeth Family Trust ( 1 ) Class A Common Stock 05/22/2019 F( 2 ) 10,951 D $ 26.98 32,842 I By the Roeth Family Trust ( 1 ) Class A Common Stock 05/23/2019 S 3,595 D $ 26.5279 29,247 I By the Roeth Family Trust ( 1 ) Class A Common Stock 111,716 ( 3 ) D Units 969.69 I By 401(k) Plan ( 4 )

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) $ 13.75 05/22/2019 M 14,546 ( 5 ) 08/09/2019 Class A Common Stock 14,546 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROETH GEORGE C C/O CENTRAL GARDEN & PET COMPANY 1340 TREAT BLVD, SUITE 600 WALNUT CREEK, CA94597 X President and CEO Signatures /s/George Roeth 05/17/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Roeth disclaims beneficial ownership of the shares of the Company's Class A Common Stock owned by the K Roeth & G Roeth TTEE The Roeth Family Trust dated 1/15/16 except to the extent of his pecuniary interest therein. ( 2 )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. ( 3 )The Reporting Person transferred 29,247 shares of directly held CENTA to the Roeth Family Trust. ( 4 )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. ( 5 )Options were granted on February 9, 2016, and all shares are vested and have been exercised.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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