0001209191-16-155461.txt : 20161215
0001209191-16-155461.hdr.sgml : 20161215
20161215171305
ACCESSION NUMBER: 0001209191-16-155461
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20161213
FILED AS OF DATE: 20161215
DATE AS OF CHANGE: 20161215
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: 0926
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
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: 162054403
MAIL ADDRESS:
STREET 1: 1280 ATLANTA HWY
CITY: MADISON
STATE: GA
ZIP: 30650
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-12-13
0
0000887733
CENTRAL GARDEN & PET CO
CENT
0001057369
PENNINGTON BROOKS III
1280 ATLANTA HIGHWAY
MADISON
GA
30650
1
0
0
0
Class A Common Stock
2016-12-13
4
M
0
9000
7.21
A
66735
D
Class A Common Stock
2016-12-13
4
F
0
4450
29.87
D
62285
D
Class A Common Stock
2016-12-14
4
S
0
4550
30.3867
D
57735
D
Class A Common Stock
3876
I
By Spouse
Class A Common Stock
15208
I
By LLC
Units
1525.777
I
401(k) Account
Common Stock
159950
D
Common Stock
49040
I
By L.P
Common Stock
6938
I
By Spouse
Common Stock
7604
I
By LLC
Stock Option (right to buy)
7.21
2016-12-13
4
M
0
9000
0.00
D
2017-08-10
Class A Common Stock
9000
9740
D
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 the exercise.
Shares sold through 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 $30.15 to $30.82. 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.
Mr. Pennington disclaims beneficial ownership of 3,876 shares of the Issuer's Class A Common Stock owned by his spouse and 6,938 shares of the Issuer's 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
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.
One-third of the total options granted becomes exercisable at each of 6 months, 18 months and 30 months after February 10, 2014, the date of the grant.
/s/ Brooks Pennington, III
2016-12-15
EX-24.4_689539
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Stacey Cook, George Yuhas,
Howard Machek, Zora Mohseni 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 October, 2016.
/s/ Brooks M. Pennington III
Signature
Brooks M. Pennington III
Print Name