CENTA Central Garden and Pet Co

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                       

1. Name and Address of Reporting Person * BROWN WILLIAM E	2. Issuer Name and Ticker or Trading Symbol CENTRAL GARDEN & PET CO [ CENT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chairman
(Last)          (First)          (Middle) C/O CENTRAL GARDEN & PET COMPANY, 1340 TREAT BLVD., SUITE 600	3. Date of Earliest Transaction (MM/DD/YYYY) 1/19/2021
(Street) WALNUT CREEK, CA 94597 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/30/2020		G	V	1660	D	$0.00	2024274	D
Class A Common Stock	12/31/2020		G	V	830	D	$0.00	2023444	D
Class A Common Stock	1/19/2021		F		1087 (1)	D	$37.97	2022357	D
Class A Common Stock								246012	I	By Irrevocable Trusts (2)
Common Stock								1388592 (3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:
(1)	Shares withheld by the Issuer in payment of the withholding tax liability incurred upon the vesting of restricted stock. The amount of shares withheld is based on the average of the high and low sales prices on January 19, 2021.
(2)	These securities are owned directly by various family Irrevocable Trusts and indirectly by the Reporting Person and his spouse as co-trustees of the Irrevocable Trusts. The Reporting Person and his spouse, as co-trustees, have and share investment control over the securities held in each of the Irrevocable Trusts but disclaim beneficial ownership of the reported securities held by the Irrevocable Trusts except to the extent of his and his wife's pecuniary interest therein.
(3)	The amount of shares of the Issuer's Common Stock beneficially owned in column 5 excludes 1,600,459 shares of Class B common stock, which is convertible into Common Stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BROWN WILLIAM E C/O CENTRAL GARDEN & PET COMPANY 1340 TREAT BLVD., SUITE 600 WALNUT CREEK, CA 94597	X	X	Chairman

Signatures
/s/ William E. Brown		1/21/2021
**Signature of Reporting Person		Date