| FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0362 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 1.0 |
|
|
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See Instruction 1(b). |
| Form 3 Holdings Reported. |
| Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
| 1340 TREAT BLVD., SUITE 600 |
(Street)
| 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 and CEO |
|
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
05/27/2009 |
4. If Amendment, Date of Original Filed (Month/Day/Year)
| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
|---|
| Amount | (A) or (D) | Price |
|---|
|
Class A Common Stock
| 05/27/2009 | | G |
27,000
|
D
|
$
0
|
3,213,585
|
D
| |
|
Class A Common Stock
| 07/31/2009 | | G |
39,700
|
D
|
$
0
|
3,173,885
|
D
| |
|
Class A Common Stock
| 07/31/2009 | | G |
34,500
|
A
|
$
0
|
159,000
|
I
|
By Irrevocable Trusts
|
|
Class A Common Stock
| 09/23/2009 | | G |
4,000
|
D
|
$
0
|
3,169,885
|
D
| |
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 Excercise 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)
|
|---|
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
|---|
| Explanation of Responses: |
|
Remarks:
|
| /s/ William E. Brown | 11/04/2009 |
| ** Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
EX-24.1
rrd229311_258976.html
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Jeffrey A. Blade and JoAnn
Jonte, and each of them, his true and lawful attorney-in-fact to:
(1)execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director, and/or person who holds more than 10% of the stock
of Central Garden & Pet Company (the "Company"), Forms 3, Forms 4 and
Forms 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules thereunder;
(2)do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms 3, Forms 4
or Forms 5 and timely file any such forms with the United States Securities and
Exchange Commission and any other authority; and
(3)take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned, pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his or
her discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done pursuant to
this power of attorney. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, Forms 4, and Forms 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the attorneys-in-fact.
The undersigned has caused this Power of Attorney to be executed as of this
21st day of September, 2009.
/s/ William E. Brown
Signature
William E. Brown
Print Name