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)
2/9/2021
(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  2/9/2021    A    9087 (1) A $0.00  2031444  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)  The Reporting Person was awarded by the Issuer's Compensation Committee on February 9, 2021 a grant of 9,087 shares of restricted Class A Common Stock, which will vest in increments of 33 1/3% per year commencing on the third anniversary of the date of the grant.
(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 2/10/2021
**Signature of Reporting Person Date