Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Machek Howard
2. Date of Event Requiring Statement (Month/Day/Year)
09/02/2015
3. Issuer Name and Ticker or Trading Symbol
CENTRAL GARDEN & PET CO [CENT]
(Last)
(First)
(Middle)
C/O CENTRAL GARDEN & PET COMPANY, 1340 TREAT BOULEVARD, SUITE 600
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WALNUT CREEK, CA 94597
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,000
D
 
Class A Common Stock 21,960 (1)
D
 
Units - Common Stock 311.3467 (2)
I
By 401(k) Plan
Units - Class A Common Stock 1,095.6336 (3)
I
By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (4) 04/13/2017 Class A Common Stock 20,000 $ 9.26 D  
Stock Option (Right to Buy)   (5) 03/26/2018 Class A Common Stock 18,000 $ 9.54 D  
Stock Option (Right to Buy)   (6) 03/31/2019 Class A Common Stock 18,000 $ 6.43 D  
Stock Option (Right to Buy)   (7) 03/31/2021 Class A Common Stock 18,000 $ 10.63 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Machek Howard
C/O CENTRAL GARDEN & PET COMPANY
1340 TREAT BOULEVARD, SUITE 600
WALNUT CREEK, CA 94597
      Chief Accounting Officer  

Signatures

/s/ Howard Machek 09/08/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Includes 9,460 restricted shares of Class A Common Stock granted on February 14, 2014 of which one-third vest annually on February 14, 2017, 2018 and 2019, and 4,500 restricted shares of Class A Common Stock granted on September 16, 2014, of which one-third vest annually on March 31, 2016, 2017 and 2018.
(2) The units represent interests in the CENT Stock Fund in the Issuer's 401(k) Plan, which consist of shares of CENT stock and cash.
(3) 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.
(4) Options were granted on April 13, 2011 of which 12,800 shares are vested and exercisable, 3,200 shares will vest and be exercisable on March 13, 2017 and 4,000 shares are subject to the satisfaction of performance conditions.
(5) Options were granted on March 26, 2012 of which 13,500 shares are vested and exercisable and the remaining 4,500 shares will vest and be exercisable on March 26, 2016.
(6) Options were granted on August 12, 2013 of which 9,000 shares are vested and exercisable and the remaining 9,000 shares will vest and be exercisable as follows: 4,500 shares on March 31, 2016 and 4,500 shares on March 31, 2017.
(7) Options were granted on April 16, 2015. One-fourth (i.e. 4,500) of the total shares will vest on March 31, 2016, 2017, 2018 and 2019, respectively.

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