Statement of Changes in Beneficial Ownership (4)
June 17 2020 - 4:11PM
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).
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 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
PENNINGTON BROOKS III |
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)
1340 TREAT BLVD, SUITE 600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/16/2020 |
(Street)
WALNUT CREEK, CA 94597
(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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Class A Common Stock | 6/16/2020 | | M(1) | | 3298 | A | $31.76 | 40809 | D | |
Class A Common Stock | 6/16/2020 | | F(2) | | 3231 | D | $32.81 | 37578 | D | |
Class A Common Stock | 6/17/2020 | | S(3) | | 67 | D | $33.13 | 37511 | D | |
Class A Common Stock | | | | | | | | 3876 | I | By Spouse (4) |
Class A Common Stock | | | | | | | | 15208 | I | By LLC (5) |
Units | | | | | | | | 1881.283 | I | 401(k) Plan (6) |
Common Stock | | | | | | | | 159950 | D | |
Common Stock | | | | | | | | 6938 | I | By Spouse (4) |
Common Stock | | | | | | | | 7604 | I | By LLC (5) |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | $31.76 | 6/16/2020 | | M | | | 3298 | (7) | 8/14/2020 | Class A Common Stock | 3298 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | Options exercised under sales plan pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended. |
(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 anf low sales prices on the date of exercise. |
(3) | Sale effected under sales plan pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended. |
(4) | 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. |
(5) | 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. |
(6) | 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. |
(7) | Options were granted on February 14, 2017, and all shares are vested and have been exercised. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
PENNINGTON BROOKS III 1340 TREAT BLVD SUITE 600 WALNUT CREEK, CA 94597 | X |
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Signatures
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/s/JoAnn Jonte as attorney-in-fact for Brooks M. Pennington III | | 6/17/2020 |
**Signature of Reporting Person | Date |
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