rrd224137_253064.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S2LJAcGpbMR5eNFDNzXzgHC6w4ROPUUejwHZYlCAgWa4vROglly2r2WPZBFn30WB cGIk0aC3RfA1DHYIjGUdoA== 0001181431-09-038628.txt : 20090810 0001181431-09-038628.hdr.sgml : 20090810 20090810141036 ACCESSION NUMBER: 0001181431-09-038628 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090806 FILED AS OF DATE: 20090810 DATE AS OF CHANGE: 20090810 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PENNINGTON BROOKS III CENTRAL INDEX KEY: 0001057369 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33268 FILM NUMBER: 09999011 MAIL ADDRESS: STREET 1: 1280 ATLANTA HWY CITY: MADISON STATE: GA ZIP: 30650 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL GARDEN & PET CO CENTRAL INDEX KEY: 0000887733 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 680275553 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1340 TREAT BOULEVARD STREET 2: SUITE 600 CITY: WALNUT CREEK STATE: CA ZIP: 94597 BUSINESS PHONE: 9259484000 MAIL ADDRESS: STREET 1: 1340 TREAT BOULEVARD STREET 2: SUITE 600 CITY: WALNUT CREEK STATE: CA ZIP: 94597 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL GARDEN & PET COMPANY DATE OF NAME CHANGE: 19941019 4 1 rrd250217.xml PENNINGTON FORM 4 AUGUST 6, 2009 X0303 4 2009-08-06 0 0000887733 CENTRAL GARDEN & PET CO CENT 0001057369 PENNINGTON BROOKS III 1280 ATLANTA HIGHWAY MADISON GA 30650 1 0 0 0 Common Stock 2009-08-06 4 M 0 1800 12.92 A 161750 D Common Stock 2009-08-06 4 F 0 1764 13.315 D 159986 D Common Stock 2009-08-10 4 S 0 36 13.78 D 159950 D Common Stock 49040 I By L.P. Common Stock 6938 I By Spouse Common Stock 7604 I By LLC Class A Common Stock 2009-08-10 4 S 0 3059 12.2769 D 319900 D Class A Common Stock 98080 I By L.P. Class A Common Stock 13876 I By Spouse Class A Common Stock 15208 I By LLC Stock Option (right to buy) 12.92 2009-08-06 4 M 0 1800 0 D 2008-12-09 2013-12-09 Common Stock 1800 7200 D Options exercised through sales plan pursuant to Rule 10b-5-1(c)(1) of the Securities Exchange Act of 1934, as amended. 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. Sales effected under sales plan pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended. By 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. Mr. Pennington disclaims beneficial ownership of 6,938 shares of the Issuer's Common Stock owned by his spouse and 13,876 shares of the Issuer's Class A Common Stock owned by his spouse. By 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. Sales effected under sales plan pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended. The range of prices for the shares of Class A Common Stock is from $12.20 to $12.34. 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. Exhibit 24.1: Power of Attorney /s/ Stacey Cook, attorney-in-fact for Brooks Pennington III 2009-08-10 EX-24.1 2 rrd224137_253064.htm POWER OF ATTORNEY rrd224137_253064.html

POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints William E. Brown, Stacey
Cook and JoAnn Jonte, and each of them, his true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director, and/or person who holds more than 10% of the
stock of Central Garden & Pet Company (the "Company"), Forms 3, Forms 4 and
Forms 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules thereunder;

(2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms 3, Forms 4
or Forms 5 and timely file any such forms with the United States Securities and
Exchange Commission and any other authority; and

(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned, pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his or
her discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done pursuant to
this power of attorney.  The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, Forms 4, and Forms 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the attorneys-in-fact.

      The undersigned has caused this Power of Attorney to be executed as of
this 5th day of August, 2009.


/s/ Brooks Pennington, III
Signature
BROOKS PENNINGTON, III
Print Name

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