SCOTTS MIRACLE-GRO CO — Director's Dealing 2011

Oct 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2011-10-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-11	Common Shares	M	63700	—	Acquired	167441.905	Direct
2011-10-11	Common Shares	S	28500	$44.88	Disposed	103741.905	Direct
2011-10-11	Common Shares	M	148715	$16.8	Acquired	252456.905	Direct
2011-10-11	Common Shares	S	200	$44.51	Disposed	252256.905	Direct
2011-10-11	Common Shares	S	300	$44.52	Disposed	251956.905	Direct
2011-10-11	Common Shares	S	1405	$44.53	Disposed	250551.905	Direct
2011-10-11	Common Shares	S	6449	$44.54	Disposed	244102.905	Direct
2011-10-11	Common Shares	S	5484	$44.55	Disposed	238618.905	Direct
2011-10-11	Common Shares	S	2015	$44.56	Disposed	236603.905	Direct
2011-10-11	Common Shares	S	100	$44.5657	Disposed	236503.905	Direct
2011-10-11	Common Shares	S	3200	$44.57	Disposed	233303.905	Direct
2011-10-11	Common Shares	S	1613	$44.58	Disposed	231690.905	Direct
2011-10-11	Common Shares	S	58	$44.585	Disposed	231632.905	Direct
2011-10-11	Common Shares	S	1728	$44.59	Disposed	229904.905	Direct
2011-10-11	Common Shares	S	700	$44.6	Disposed	229204.905	Direct
2011-10-11	Common Shares	S	900	$44.61	Disposed	228304.905	Direct
2011-10-11	Common Shares	S	1447	$44.62	Disposed	226857.905	Direct
2011-10-11	Common Shares	S	554	$44.63	Disposed	226303.905	Direct
2011-10-11	Common Shares	S	912	$44.64	Disposed	225391.905	Direct
2011-10-11	Common Shares	S	1278	$44.65	Disposed	224113.905	Direct
2011-10-11	Common Shares	S	1423	$44.66	Disposed	222690.905	Direct
2011-10-11	Common Shares	S	2116	$44.67	Disposed	220574.905	Direct
2011-10-11	Common Shares	S	3034	$44.68	Disposed	217540.905	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-11	Stock Option (right to buy)	$16.8	M	148715	Disposed	2011-10-21	Common Shares (148715)	Direct
2011-10-11	Restricted Stock Units	$	M	63700	Disposed	2011-10-11	Common Shares (63700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	32038.28	Indirect
Common Shares	2779554	Indirect
Common Shares	4488.2311	Indirect

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.

F2: The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 18, 2011.

F3: 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 (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.