SCOTTS MIRACLE-GRO CO — Director's Dealing 2012

Dec 18, 2012

SEC Form 4/A — Form 4/A

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2012-12-10

Reporting Person: HAGEDORN KATHERINE LITTLEFIELD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-10	Common Shares	S	59312	$41.12	Disposed	3041553	Indirect

Footnotes

F1: Represents the sale for the account of Katherine Hagedorn Littlefield and certain family members of a portion of their proportionate interest in the Issuer's common shares (the "Common Shares") held by the Hagedorn Partnership, L.P.

F2: This amendment corrects "Amount of Securities Beneficially Owned Following Reported Transactions(s)" from Katherine Hagedorn Littlefield's original filing on December 11, 2012. An error had been made in the calculation of the split between Katherine Hagedorn Littlefield's and her limited partners' ownership interests.

F3: 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.

F4: Represents the aggregate proportionate interest of Kate Littlefield and those family members in whose holdings she may be deemed to have a pecuniary interest in the Common Shares held by Hagedorn Partnership, L.P.