SCOTTS MIRACLE-GRO CO — Director's Dealing 2011

Feb 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2011-02-04

Reporting Person: HAGEDORN KATHERINE LITTLEFIELD (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-04	Common Shares	S	45493	$52.35	Disposed	3389669	Indirect
2011-02-07	Common Shares	S	19300	$52.43	Disposed	3370369	Indirect

Footnotes

F1: Represents the sale for the account of Katherine Littlefield of a portion of her 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 she 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.