SCOTTS MIRACLE-GRO CO — Director's Dealing 2011

Aug 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2011-08-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-16	Common Shares	S	97201	$45.01	Disposed	2779554	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	68107.437	Direct
Common Shares	4372.3377	Indirect
Common Shares	31838.681	Indirect

Footnotes

F1: Represents the sale for the account of James Hagedorn of a portion of his proportionate interest in the Issuer's common shares (the "Common Shares") held by the Hagedorn Partnership, L.P.

F2: 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, 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.

F3: Represents the aggregate proportionate interest of James Hagedorn and those family members in whose holdings he may be deemed to have a pecuniary interest in the Common Shares held by Hagedorn Partnership, L.P.

F4: Common Shares acquired under The Scotts Miracle-Gro Company Discounted Stock Purchase Plan (DSPP).