John Edward Hanson Form 4/A CENTRAL GARDEN & PET / John Edward Hanson ownership change

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hanson John Edward

(Last) (First) (Middle)

1340 TREAT BOULEVARD

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)
Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/11/2021

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	05/07/2021		M		4,782	A	$27.88	49,892	D
Class A Common Stock	05/07/2021		F(1)		3,281(2)	D	$53.62	46,611(3)	D
Class A Common Stock	05/07/2021		M		7,022	A	$21.37	53,633(3)	D
Class A Common Stock	05/07/2021		F(1)		4,260(2)	D	$53.62	49,373(3)	D
Class A Common Stock	05/07/2021		M		5,263	A	$28.5	54,636(3)	D
Class A Common Stock	05/07/2021		F(1)		3,651(2)	D	$53.62	50,985(3)	D
Units								1,156	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)	$27.88	05/07/2021		M			4,782	(5)	02/12/2025	Class A Common Stock	4,782	$0.00	2,392(6)	D
Stock Option (Right to Buy)	$21.37	05/07/2021		M			7,022	(7)	08/04/2025	Class A Common Stock	7,022	$0.00	21,068	D
Stock Option (Right to Buy)	$28.5	05/07/2021		M			5,263	(8)	02/10/2026	Class A Common Stock	5,263	$0.00	15,790	D

Explanation of Responses:

1. 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.

2. The purpose of this amendment to the Form 4 filed on May 11, 2021 with the U.S. Securities and Exchange Commission is to correct the number of shares of Class A Common Stock withheld by the Issuer in payment of the aggregate option exercise and withholding tax liability incurred upon the above-reported exercise of options.

3. The purpose of this amendment to the Form 4 filed on May 11, 2021 with the U.S. Securities and Exchange Commission is to correct the number of shares of Class A Common Stock beneficially owned by Mr. Hanson following the Reported Transaction.

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. Options were granted on February 12, 2019, of which 4,782 have vested and are exercisable, and the remaining 2,392 shares shall be exercisable on August 12, 2021.

6. The purpose of this amendment to the Form 4 filed on May 11, 2021 with the U.S. Securities and Exchange Commission is to correct the number of Stock Options (Right to Buy) of Class A Common Stock beneficially owned by Mr. Hanson following the Reported Transaction.

7. Options were granted on August 4, 2019 and will vest and be exercisable as follows: 7,022 on August 4, 2020; 7,023 on August 4, 2021; 7,022 on August 4, 2022; and 7,023 on August 4, 2023.

8. Options were granted on February 10, 2020 and shall vest and be exercisable in four annual increments of 25% beginning on February 10, 2021.

Remarks:

	/s/John E. Hanson	05/14/2021
	** Signature of Reporting Person	Date
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