Sec Form 3 Filing - Walker John D. III @ CENTRAL GARDEN & PET CO - 2021-02-09

FORM 3 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 Walker John D. III 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) President, Garden Consumer Pro (Last) (First) (Middle) 1340 TREAT BOULEVARD, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2021 (Street) WALNUT CREEK, CA94597-7578 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 96,280 ( 1 ) D Units - Class A Common Stock 7,586 ( 2 ) I By 401(k) Plan

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) $ 13.82 ( 3 ) 01/29/2022 Class A Common Stock 19,500 D Stock Option (Right to Buy) $ 30.94 ( 4 ) 01/20/2023 Class A Common Stock 14,690 D Stock Option (Right to Buy) $ 36.7 ( 5 ) 01/19/2024 Class A Common Stock 14,450 D Stock Option (Right to Buy) $ 27.2 ( 6 ) 02/13/2025 Class A Common Stock 22,285 D Stock Option (Right to Buy) $ 28.5 ( 7 ) 02/10/2026 Class A Common Stock 21,053 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Walker John D. III 1340 TREAT BOULEVARD SUITE 600 WALNUT CREEK, CA94597-7578 President, Garden Consumer Pro Signatures /s/John D. Walker 02/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 19,650 restricted shares of Class A Common Stock granted on December 4, 2018, which shares will vest annually in one-third increments and be exercisable beginning on December 4, 2021; and 70,175 restricted shares of Class A Common Stock granted on February 10, 2020, which shares will vest annually in one-fourth increments and be exercisable beginning on February 10, 2023. ( 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 )Options were granted January 29, 2016, of which 6,500 have vested and have been exercised; and the remaining 19,500 shares have vested and are exercisable. ( 4 )Options were granted January 20, 2017, of which all 14,690 have vested and are exercisable. ( 5 )Options were granted January 19, 2018, of which 10,837 have vested and are exercisable; and the remaining 3,613 shares shall vest and be exercisable on January 19, 2022. ( 6 )Options were granted February 13, 2019, of which 5,571 have vested and are exercisable; and the remaining shall vest and be exercisable as follows: 5,571 on February 13, 2021 and on February 13, 2022; and 5,572 on February 13, 2023. ( 7 )Options were granted February 10, 2020 and shall vest and be exercisable as follows: 5,263 on February 10, 2021, on February 10, 2022; and on February 10, 2023; and 5,264 on February 10, 2024.

Remarks: Exhibit 24.1 Power of Attorney.

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).

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