SCOTTS MIRACLE-GRO CO — Director's Dealing 2011

Nov 1, 2011

SEC Form 4/A — Form 4/A

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2011-10-10

Reporting Person: STUMP DENISE (EVP, Global Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-10	Common Shares	M	5000	—	Acquired	43770.333	Direct
2011-10-10	Common Shares	S	5000	$42.06	Disposed	38770.333	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-10	Restricted Stock Units	$	M	5000	Disposed	2011-10-10	Common Shares (5000)	Direct

Footnotes

F1: The restricted stock units were granted, together with an equal number of related cash dividend equivalents, under The Scotts Miracle-Gro Company Amended and Restated 2006 Long-Term Incentive Plan (the "2006 Plan"), and subject to the terms and conditions of an individual award agreement. Each whole restricted stock unit represents a contingent right to receive one common share of the Issuer ("Common Share"). The restricted stock units vested on October 8, 2011, which was omitted from the reporting person's original Form 4 dated October 12, 2011.

F2: The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 1, 2011.

F3: Corrected to reflect the number of shares following the transaction described in footnote 1.