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