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 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 *
  Walker John D. III
2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2021
3. Issuer Name and Ticker or Trading Symbol
CENTRAL GARDEN & PET CO [CENT]
(Last)
(First)
(Middle)
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)
President, Garden Consumer Pro
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WALNUT CREEK, CA 94597-7578
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)
Class A Common Stock 96,280 (1)
D
 
Units - Class A Common Stock 7,586 (2)
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)   (3) 01/29/2022 Class A Common Stock 19,500 $ 13.82 D  
Stock Option (Right to Buy)   (4) 01/20/2023 Class A Common Stock 14,690 $ 30.94 D  
Stock Option (Right to Buy)   (5) 01/19/2024 Class A Common Stock 14,450 $ 36.7 D  
Stock Option (Right to Buy)   (6) 02/13/2025 Class A Common Stock 22,285 $ 27.2 D  
Stock Option (Right to Buy)   (7) 02/10/2026 Class A Common Stock 21,053 $ 28.5 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Walker John D. III
1340 TREAT BOULEVARD
SUITE 600
WALNUT CREEK, CA 94597-7578
      President, Garden Consumer Pro  

Signatures

/s/John D. Walker 02/09/2021
**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 19,650 restricted shares of Class A Common Stock granted on December 4, 2018, which shares will vest annually in one-third increments and be exercisable beginning on December 4, 2021; and 70,175 restricted shares of Class A Common Stock granted on February 10, 2020, which shares will vest annually in one-fourth increments and be exercisable beginning on February 10, 2023.
(2) 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.
(3) Options were granted January 29, 2016, of which 6,500 have vested and have been exercised; and the remaining 19,500 shares have vested and are exercisable.
(4) Options were granted January 20, 2017, of which all 14,690 have vested and are exercisable.
(5) Options were granted January 19, 2018, of which 10,837 have vested and are exercisable; and the remaining 3,613 shares shall vest and be exercisable on January 19, 2022.
(6) Options were granted February 13, 2019, of which 5,571 have vested and are exercisable; and the remaining shall vest and be exercisable as follows: 5,571 on February 13, 2021 and on February 13, 2022; and 5,572 on February 13, 2023.
(7) Options were granted February 10, 2020 and shall vest and be exercisable as follows: 5,263 on February 10, 2021, on February 10, 2022; and on February 10, 2023; and 5,264 on February 10, 2024.
 
Remarks:
Exhibit 24.1 Power of Attorney.

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