SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Walker John D. III
(Last) (First) (Middle)
1340 TREAT BLVD
SUITE 600
(Street)
WALNUT CREEK CA 94597-7578
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CENTRAL GARDEN & PET CO [ CENT ] 		5. 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
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2024
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/26/2024 M 27,856 A $21.76(1) 105,307 D
Class A Common Stock 02/26/2024 F(2) 21,562 D $36.86 83,745 D
Class A Common Stock 02/26/2024 M 26,316 A $22.8(3) 110,061 D
Class A Common Stock 02/26/2024 F(2) 20,780 D $36.86 89,281 D
Units 10,105 I By 401(k) Plan(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $21.76(5) 02/26/2024 M 27,856(5) (6) 02/13/2025 Class A Common Stock(5) 27,856(5) $0 0 D
Stock Option (Right to Buy) $22.8(7) 02/26/2024 M 26,316(7) (8) 02/10/2026 Class A Common Stock(7) 26,316(7) $0 0 D
Explanation of Responses:
1. On December 7, 2023, Company declared a stock dividend, payable to all holders on record of Common Stock and Class A Common Stock as of January 8, 2024, of one share of Class A Common Stock for every four shares of Common Stock and Class A Common Stock outstanding. At the same time, pursuant to anti-dilution provisions , an option for 22,285 shares Class A Common Stock on January 8, 2024 became exercisable for 27,856 shares of Class A Common Stock.
2. 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.
3. On December 7, 2023, Company declared a stock dividend, payable to all holders on record of Common Stock and Class A Common Stock as of January 8, 2024, of one share of Class A Common Stock for every four shares of Common Stock and Class A Common Stock outstanding. At the same time, pursuant to anti-dilution provisions , an option for 21,053 shares Class A Common Stock on January 8, 2024 became exercisable for 26,316 shares of Class A Common Stock.
4. 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.
5. This option was previously reported as an option for 22,285 shares of Class A Common Stock at an exercise price of $27.20 per share, but was adjusted to reflect the stock dividend declared by Company on December 7, 2023. As a result of the stock dividend, the option also entitled the Reporting Person to receive, upon exercise, 5,571 shares of Class A Common Stock for no additional consideration.
6. Options were granted on February 13, 2019, and all shares are vested and have been exercised.
7. This option was previously reported as an option for 21,053 shares of Class A Common Stock at an exercise price of $28.50 per share, but was adjusted to reflect the stock dividend declared by Company on December 7, 2023. As a result of the stock dividend, the option also entitled the Reporting Person to receive, upon exercise, 5,263 shares of Class A Common Stock for no additional consideration.
8. Options were granted on February 10, 2020, and all shares are vested and have been exercised.
/s/Filomena Eickstaedt as Attorney-in-Fact for John D. Walker III 02/28/2024
** 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 4 (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.
Central Garden and Pet (NASDAQ:CENTA)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Central Garden and Pet Charts.
Central Garden and Pet (NASDAQ:CENTA)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Central Garden and Pet Charts.