Brooks Pennington III - 14 Aug 2023 Form 4 Insider Report for CENTRAL GARDEN & PET CO (CENT)

Role
Director
Signature
/s/Brooks M Pennington III
Issuer symbol
CENT
Transactions as of
14 Aug 2023
Net transactions value
-$50,269
Form type
4
Filing time
16 Aug 2023, 17:32:30 UTC
Previous filing
09 Aug 2023
Next filing
29 Nov 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CENT Class A Common Stock Options Exercise $100,006 +3,587 +122% $27.88 6,527 14 Aug 2023 Direct F1
transaction CENT Class A Common Stock Tax liability $117,936 -2,810 -43% $41.97 3,717 14 Aug 2023 Direct F2
transaction CENT Class A Common Stock Sale $32,339 -777 -21% $41.62 2,940 15 Aug 2023 Direct F3
holding CENT Class A Common Stock 3,876 14 Aug 2023 By Spouse F4
holding CENT Class A Common Stock 15,208 14 Aug 2023 By LLC F5
holding CENT Class A Common Stock 35,000 14 Aug 2023 By BPCP F6
holding CENT Units 2,241 14 Aug 2023 By 401(k) Plan F7
holding CENT Common Stock 6,938 14 Aug 2023 By Spouse F4
holding CENT Common Stock 7,604 14 Aug 2023 By LLC F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CENT Stock Option (Right to Buy) Options Exercise $0 -3,587 -100% $0.000000* 0 14 Aug 2023 Class A Common Stock 3,587 $27.88 Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 Options exercised under sales plan pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended.
F2 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.
F3 Sale effected under sales plan pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended.
F4 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.
F5 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.
F6 By BPCB Timber Company, LLC, in which Mr. Pennington has an ownership interest. Mr. Pennington is the Managing Member of BPCB Timber Company, LLC. Mr. Pennington disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
F7 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.
F8 Options were granted on February 12, 2019, and all shares are vested and have been exercised.