SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Dougher Brendan

(Last)

(First)

(Middle)

1340 TREAT BLVD, SUITE 600

(Street)

WALNUT CREEK

94597

(City)

(State)

(Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/29/2024		M⁽¹⁾		2,520	A	$29.712	13,804	D
Class A Common Stock	05/29/2024		F⁽²⁾		1,948	D	$38.45	11,856	D
Class A Common Stock	05/29/2024		M⁽³⁾		1,000	A	$35.216	12,856	D
Class A Common Stock	05/29/2024		F⁽²⁾		916	D	$38.45	11,940	D
Class A Common Stock	05/29/2024		M⁽⁴⁾		3,975	A	$33.536	15,915	D
Class A Common Stock	05/29/2024		F⁽²⁾		3,467	D	$38.45	12,448	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$29.712⁽⁵⁾	05/29/2024		M			2,520⁽⁵⁾	⁽⁶⁾	10/07/2026	Class A Common Stock⁽⁵⁾	2,520⁽⁵⁾	$0	0	D
Stock Option (Right to Buy)	$35.216⁽⁷⁾	05/29/2024		M			1,000⁽⁷⁾	⁽⁸⁾	02/09/2027	Class A Common Stock⁽⁷⁾	1,000⁽⁷⁾	$0	4,680	D
Stock Option (Right to Buy)	$33.536⁽⁹⁾	05/29/2024		M			3,975⁽⁹⁾	⁽¹⁰⁾	02/08/2028	Class A Common Stock⁽⁹⁾	3,975⁽⁹⁾	$0	1,988	D

Explanation of Responses:

1. On December 7, 2023, Company declared a stock dividend, payable to all holders on record of Common Stock and Class A Common Stock as of January 8, 2024, of one share of Class A Common Stock for every four shares of Common Stock and Class A Common Stock outstanding. At the same time, pursuant to anti-dilution provisions, an option for 2016 shares Class A Common Stock on January 8, 2024 became exercisable for 2520 shares of Class A Common Stock.

2. Shares withheld by the Issuer in payment of the aggregate option exercise price 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. On December 7, 2023, Company declared a stock dividend, payable to all holders on record of Common Stock and Class A Common Stock as of January 8, 2024, of one share of Class A Common Stock for every four shares of Common Stock and Class A Common Stock outstanding. At the same time, pursuant to anti-dilution provisions, an option for 4544 shares Class A Common Stock on January 8, 2024 became exercisable for 5680 shares of Class A Common Stock.

4. On December 7, 2023, Company declared a stock dividend, payable to all holders on record of Common Stock and Class A Common Stock as of January 8, 2024, of one share of Class A Common Stock for every four shares of Common Stock and Class A Common Stock outstanding. At the same time, pursuant to anti-dilution provisions, an option for 4771 shares Class A Common Stock on January 8, 2024 became exercisable for 5963 shares of Class A Common Stock.

5. This option was previously reported as an option for 2016 shares of Class A Common Stock at an exercise price of $37.14 per share, but was adjusted to reflect the stock dividend declared by Company on December 7, 2023. As a result of the stock dividend, the option also entitled the Reporting Person to receive, upon exercise, 504 shares of Class A Common Stock for no additional consideration.

6. Options were granted on October 7, 2020, and all shares are vested and have been exercised.

7. This option was previously reported as an option for 4544 shares of Class A Common Stock at an exercise price of $44.02 per share, but was adjusted to reflect the stock dividend declared by Company on December 7, 2023. As a result of the stock dividend, the option also entitled the Reporting Person to receive, upon exercise, 1136 shares of Class A Common Stock for no additional consideration.

8. Options were granted on February 9, 2021, and all shares are vested and are exercisable.

9. This option was previously reported as an option for 4771 shares of Class A Common Stock at an exercise price of $41.92 per share, but was adjusted to reflect the stock dividend declared by Company on December 7, 2023. As a result of the stock dividend, the option also entitled the Reporting Person to receive, upon exercise, 1192 shares of Class A Common Stock for no additional consideration.

10. One-third of the total options granted will become exercisable at each of 6 months, 18 months and 30 months after February 8, 2022, the date of the grant.

	/s/Filomena Eickstaedt as Attorney-in-Fact for Brendan Dougher	05/30/2024
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.