SCOTTS MIRACLE-GRO CO — Director's Dealing 2011

Jan 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2011-01-21

Reporting Person: HAGEDORN JAMES (Director, Chairman and CEO, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-21	Stock Option (right to buy)	$51.73	A	117800	Acquired	2021-01-20	Common Shares (117800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	67413.9339	Direct
Common Shares	30690.846	Indirect
Common Shares	3059685	Indirect
Common Shares	4058.1461	Indirect

Footnotes

F1: Pursuant to Exchange Act Rule 16a-1(a)(1), the reporting person may be deemed, solely for purposes of determining whether he is a beneficial owner of more than 10% of the common shares of the Issuer ("Common Shares"), to be the beneficial owner of the securities of the Issuer that are held by Hagedorn Partnership, L.P., a Delaware limited partnership in which the reporting person is a general partner (the "Partnership"). Represents the aggregate proportionate interest of the reporting person and those family members in whose holdings he may be deemed to have a pecuniary interest, in Common Shares held by the Partnership.