SCOTTS MIRACLE-GRO CO — Director's Dealing 2012

Aug 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2012-08-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-21	Common Shares	M	297386	$21.23	Acquired	403663.694	Direct
2012-08-21	Common Shares	D	146214	$43.18	Disposed	257449.694	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-21	Stock Appreciation Right	$21.23	M	297386	Disposed	2013-01-29	Common Shares (297386)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	32496.323	Indirect
Common Shares	2677726	Indirect
Common Shares	5038.3145	Indirect

Footnotes

F1: 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 of the Issuer ("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.