SCOTTS MIRACLE-GRO CO — Director's Dealing 2011

Nov 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2011-11-07

Reporting Person: SANDERS BARRY W (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-07	Common Shares	S	3205.897	$46.641	Disposed	35129.58	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	376.4717	Indirect

Footnotes

F1: Reflects common shares of the Issuer ("Common Shares") sold by the recordkeeper of The Scotts Company LLC Executive Retirement Plan (the "ERP") to satisfy tax withholding liability of the reporting person in connection with the distribution of 9,782.897 Common Shares previously credited to the benchmark Company stock fund within the reporting person's bookkeeping account under the ERP as a result of the reporting person's election to treat the retention award entered into on November 4, 2008 as invested in the benchmark Company stock fund.

F2: Includes 28,552.58 Common Shares credited to the benchmark Company stock fund within the reporting person's bookkeeping account under the ERP due to (1) the reporting person's election to treat the retention award granted to the reporting person on November 4, 2008 as invested in the benchmark Company stock fund, and (2) crediting of amounts calculated as if invested in the Company stock fund as a result of dividends paid with respect to Common Shares.