- Statement of Changes in Beneficial Ownership (4)
August 05 2009 - 4:26PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
PENNINGTON BROOKS III
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2. Issuer Name
and
Ticker or Trading Symbol
CENTRAL GARDEN & PET CO
[
CENT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1280 ATLANTA HIGHWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/3/2009
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(Street)
MADISON, GA 30650
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/3/2009
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M
(1)
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6000
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A
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$4.28
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165950
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D
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Common Stock
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8/3/2009
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F
(2)
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3397
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D
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$11.965
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162553
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D
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Common Stock
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8/4/2009
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S
(3)
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2603
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D
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$11.8595
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159950
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D
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Common Stock
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49040
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I
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By L.P.
(4)
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Common Stock
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6938
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I
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By Spouse
(5)
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Common Stock
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7604
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I
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By LLC
(6)
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Class A Common Stock
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8/3/2009
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M
(1)
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12000
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A
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$4.26
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334959
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D
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Class A Common Stock
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8/3/2009
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F
(2)
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7018
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D
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$11.055
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327941
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D
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Class A Common Stock
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8/4/2009
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S
(3)
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4982
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D
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$11.0389
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322959
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D
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Class A Common Stock
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98080
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I
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By L.P.
(4)
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Class A Common Stock
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13876
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I
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By Spouse
(5)
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Class A Common Stock
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15208
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I
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By LLC
(6)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$4.28
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8/3/2009
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M
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6000
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8/2/2007
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8/2/2010
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Common Stock
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6000
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$0
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18000
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D
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Stock Option (right to buy)
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$4.26
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8/3/2009
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M
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12000
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8/2/2007
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8/2/2010
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Class A Common Stock
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12000
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$0
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36000
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D
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Explanation of Responses:
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(
1)
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Options exercised through sales plan pursuant to Rule 10b-5-1(c)(1) of the Securities Exchange Act of 1934, as amended.
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(
2)
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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.
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(
3)
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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 Common Stock is from $11.81 to $12.02. The range of prices for the shares of Class A Common Stock is from $10.94 to $11.15. 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.
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(
4)
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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.
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(
5)
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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.
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(
6)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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PENNINGTON BROOKS III
1280 ATLANTA HIGHWAY
MADISON, GA 30650
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X
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Signatures
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/s/ Brooks Pennington III
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8/5/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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