0001193125-19-039698.txt : 20190214 0001193125-19-039698.hdr.sgml : 20190214 20190214104302 ACCESSION NUMBER: 0001193125-19-039698 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: COLUMBIA ACORN FUND GROUP MEMBERS: COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC GROUP MEMBERS: COLUMBIA WANGER ASSET MANAGEMENT, LLC SUBJECT COMPANY: 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: 0928 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45575 FILM NUMBER: 19602358 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERIPRISE FINANCIAL INC CENTRAL INDEX KEY: 0000820027 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 133180631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1099 AMERIPRISE FINANCIAL CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55474 BUSINESS PHONE: 612-671-8001 MAIL ADDRESS: STREET 1: 1099 AMERIPRISE FINANCIAL CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55474 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN EXPRESS FINANCIAL CORP DATE OF NAME CHANGE: 20030513 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN EXPRESS FINANCIAL ADVISORS DATE OF NAME CHANGE: 19950711 FORMER COMPANY: FORMER CONFORMED NAME: IDS FINANCIAL CORP/MN/ DATE OF NAME CHANGE: 19920703 SC 13G/A 1 d706305dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Amendment #1

Under the Securities and Exchange Act of 1934

 

 

Central Garden & Pet Co

(Name of Issuer)

Common Stock

(Title of Class of Securities)

153527106

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

This Schedule is filed pursuant to Rule 13d-1(b)

The information required in the remainder of this cover page (except any items to which the form provides a cross-reference) shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

CUSIP NO. 153527106  

 

  1)    

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person

 

Ameriprise Financial, Inc.

IRS No. 13-3180631

  2)    

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒*

 

*  This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.

  3)    

SEC Use Only

 

  4)    

Citizenship or Place of Organization

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5)     

Sole Voting Power

 

0

   6)     

Shared Voting Power

 

1,192,569

   7)     

Sole Dispositive Power

 

0

   8)     

Shared Dispositive Power

 

1,192,926

  9)    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,192,926

10)    

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11)    

Percent of Class Represented by Amount In Row (9)

 

9.82%

12)    

Type of Reporting Person

 

HC

 

CUSIP NO. 153527106  

 

  1)    

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person

 

Columbia Management Investment Advisers, LLC

IRS No. 41-1533211

  2)    

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒*

 

*  This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.

  3)    

SEC Use Only

 

  4)    

Citizenship or Place of Organization

 

Minnesota

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5)     

Sole Voting Power

 

0

   6)     

Shared Voting Power

 

1,192,500

   7)     

Sole Dispositive Power

 

0

   8)     

Shared Dispositive Power

 

1,192,500

  9)    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,192,500

10)    

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11)    

Percent of Class Represented by Amount In Row (9)

 

9.82%

12)    

Type of Reporting Person

 

IA

 

CUSIP NO. 153527106  

 

  1)    

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person

 

Columbia Wanger Asset Management, LLC

IRS No. 04-3519872

  2)    

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒*

 

*  This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.

  3)    

SEC Use Only

 

  4)    

Citizenship or Place of Organization

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5)     

Sole Voting Power

 

0

   6)     

Shared Voting Power

 

1,051,636

   7)     

Sole Dispositive Power

 

0

   8)     

Shared Dispositive Power

 

1,051,636

  9)    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,051,636

10)    

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11)    

Percent of Class Represented by Amount In Row (9)

 

8.66%

12)    

Type of Reporting Person

 

IA

 

CUSIP NO. 153527106  

 

  1)    

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person

 

Columbia Acorn Fund

IRS No. 36-2692100

  2)    

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒*

 

*  This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.

  3)    

SEC Use Only

 

  4)    

Citizenship or Place of Organization

 

Massachusetts

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5)     

Sole Voting Power

 

683,522

   6)     

Shared Voting Power

 

0

   7)     

Sole Dispositive Power

 

0

   8)     

Shared Dispositive Power

 

683,522

  9)    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

683,522

10)    

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11)    

Percent of Class Represented by Amount In Row (9)

 

5.63%

12)    

Type of Reporting Person

 

IV

 

1(a)

   

Name of Issuer:

   

Central Garden & Pet Co

1(b)

   

Address of Issuer’s Principal

   

1340 Treat Boulevard, Suite 600

  

Executive Offices:

   

Walnut Creek, CA 94597

2(a)

   

Name of Person Filing:

   

(a) Ameriprise Financial, Inc. (“AFI”)

     

(b) Columbia Management Investment

     

Advisers, LLC (“CMIA”)

     

(c) Columbia Wanger Asset Management,

     

LLC (“CWAM”)

     

(d) Columbia Acorn Fund(“Fund”)

2(b)

   

Address of Principal Business Office:

   

(a) Ameriprise Financial, Inc.

     

145 Ameriprise Financial Center

     

Minneapolis, MN 55474

     

(b) 225 Franklin St.

     

Boston, MA 02110

     

(c) 227 West Monroe St, Suite 3000

     

Chicago, IL 60606

     

(d) 227 West Monroe St, Suite 3000

     

Chicago, IL 60606

2(c)

   

Citizenship:

   

(a) Delaware

     

(b) Minnesota

     

(c) Delaware

     

(d) Massachusetts

2(d)

   

Title of Class of Securities:

   

Common Stock

2(e)

   

Cusip Number:

   

153527106

 

3

Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b):

(a) Ameriprise Financial, Inc.

A parent holding company in accordance with Rule 13d-1(b)(1)(ii)(G). (Note: See Item 7)

(b) Columbia Management Investment Advisers, LLC

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(c) Columbia Wanger Asset Management, LLC

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(d) Columbia Acorn Fund

An investment company registered under Section 8 of the Investment Company Act.

4

Incorporated by reference to Items (5)-(9) and (11) of the cover page pertaining to each reporting person.

CMIA, CWAM and AFI do not directly own any shares of Common Stock of the issuer. As the investment adviser to the Fund and various other unregistered and registered investment companies and other managed accounts, CMIA and CWAM may be deemed to beneficially own the shares reported herein by the Fund. Accordingly, the shares reported herein by CMIA and CWAM include those shares separately reported herein by the Fund.

AFI, as the parent company of CMIA and CWAM, may be deemed to beneficially own the shares reported herein by those reporting persons. Accordingly, the shares reported herein by AFI include those shares separately reported herein by those reporting persons.

Each of AFI, CMIA and CWAM disclaims beneficial ownership of any shares reported on this Schedule.

 

5

Ownership of 5% or Less of a Class: Not Applicable

 

6

Ownership of more than 5% on Behalf of Another Person:

To the knowledge of AFI, CMIA, CWAM and the Fund, no other persons besides AFI, CMIA, CWAM and the Fund and those persons for whose shares of common stock CMIA, CWAM and AFI report beneficial ownership have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities of the issuer reported herein. As of December 31, 2018, only the Fund owned more than 5% of the class of securities reported herein.

Any remaining shares reported herein by CMIA and CWAM are held by various other funds or accounts managed by CMIA and CWAM which each have the right to receive any dividends paid by the issuer and could terminate their respective investment advisory relationship with CMIA and CWAM and then subsequently direct the use of proceeds from the sale of the common stock owned by such fund or account. To CMIA’s and CWAM’s knowledge, none of these other funds or accounts own more than 5% of the outstanding shares of the issuer as December 31, 2018.

 

7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

AFI: See Exhibit I

 

8

Identification and Classification of Members of the Group:

Not Applicable

 

9

Notice of Dissolution of Group:

Not Applicable

10

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:    February 14, 2019

 

Ameriprise Financial, Inc.
By:  

/s/ Amy K. Johnson

Name:   Amy K. Johnson
Title:   Senior Vice President and Chief
Operating Officer-Asset Management
Columbia Management Investment
Advisers, LLC
By:  

/s/ Amy K. Johnson

Name:   Amy K. Johnson
Title:   Managing Director and Global Head of
Operations
Columbia Wanger Asset Management, LLC
By:  

/s/ Joseph C. LaPalm

Name:   Joseph C. LaPalm
Title:   Chief Compliance Officer
Columbia Acorn Fund
By:  

/s/ Joseph C. LaPalm

Name:   Joseph C. LaPalm
Title:   Vice President
Contact Information
Mark D. Braley
Vice President
Head of Reporting and Data Management |
Global Operations and Investor Services
Telephone: (617) 747-0663

Exhibit Index

 

Exhibit I    Identification and Classification of the Subsidiary which acquired the Security Being Reported on by the Parent Holding Company.
Exhibit II    Joint Filing Agreement
 EX-99.I 2 d706305dex99i.htm EX-99.I EX-99.I

Exhibit I

to

Schedule 13G

Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows:

Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

Investment Adviser – Columbia Wanger Asset Management, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

EX-99.II 3 d706305dex99ii.htm EX-99.II EX-99.II

Exhibit II

to

Schedule 13G

Joint Filing Agreement

The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2019 in connection with their beneficial ownership of Central Garden & Pet Co. Each of Columbia Acorn Fund, Columbia Wanger Asset Management, LLC and Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make any necessary amendments thereto.

 

Ameriprise Financial, Inc.
By:  

/s/ Amy K. Johnson

  Amy K. Johnson
Title:  

Senior Vice President and Chief Operating

Officer-Asset Management

Columbia Management Investment Advisers, LLC
By:  

/s/ Amy K. Johnson

  Amy K. Johnson
Title:   Managing Director and Global Head of Operations
Columbia Wanger Asset Management, LLC
By:  

/s/ Joseph C. LaPalm

  Joseph C. LaPalm
Title:   Chief Compliance Officer
Columbia Acorn Fund
By:  

/s/ Joseph C. LaPalm

Name:   Joseph C. LaPalm
Title:   Vice President