SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Walker John D. III

(Last)

(First)

(Middle)

1340 TREAT BOULEVARD

SUITE 600

(Street)

WALNUT CREEK

94597-7578

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2021

3. Issuer Name and Ticker or Trading Symbol
CENTRAL GARDEN & PET CO [ CENT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Garden Consumer Pro

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	96,280⁽¹⁾	D
Units - Class A Common Stock	7,586⁽²⁾	I	By 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽³⁾	01/29/2022	Class A Common Stock	19,500	$13.82	D
Stock Option (Right to Buy)	⁽⁴⁾	01/20/2023	Class A Common Stock	14,690	$30.94	D
Stock Option (Right to Buy)	⁽⁵⁾	01/19/2024	Class A Common Stock	14,450	$36.7	D
Stock Option (Right to Buy)	⁽⁶⁾	02/13/2025	Class A Common Stock	22,285	$27.2	D
Stock Option (Right to Buy)	⁽⁷⁾	02/10/2026	Class A Common Stock	21,053	$28.5	D

Explanation of Responses:

1. Includes 19,650 restricted shares of Class A Common Stock granted on December 4, 2018, which shares will vest annually in one-third increments and be exercisable beginning on December 4, 2021; and 70,175 restricted shares of Class A Common Stock granted on February 10, 2020, which shares will vest annually in one-fourth increments and be exercisable beginning on February 10, 2023.

2. The units represent interests in the CENTA Stock Fund in the Issuer's 401(k) Plan, which consist of shares of CENTA stock and cash.

3. Options were granted January 29, 2016, of which 6,500 have vested and have been exercised; and the remaining 19,500 shares have vested and are exercisable.

4. Options were granted January 20, 2017, of which all 14,690 have vested and are exercisable.

5. Options were granted January 19, 2018, of which 10,837 have vested and are exercisable; and the remaining 3,613 shares shall vest and be exercisable on January 19, 2022.

6. Options were granted February 13, 2019, of which 5,571 have vested and are exercisable; and the remaining shall vest and be exercisable as follows: 5,571 on February 13, 2021 and on February 13, 2022; and 5,572 on February 13, 2023.

7. Options were granted February 10, 2020 and shall vest and be exercisable as follows: 5,263 on February 10, 2021, on February 10, 2022; and on February 10, 2023; and 5,264 on February 10, 2024.

Remarks:

Exhibit 24.1 Power of Attorney.

	/s/John D. Walker	02/09/2021
	** 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 5 (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.