SCOTTS MIRACLE-GRO CO — Director's Dealing 2012

Jan 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2012-01-20

Reporting Person: STUMP DENISE (EVP, Global Human Resources)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-20	Stock Option (right to buy)	$47.66	A	11432	Acquired	2022-01-19	Common Shares (11432)	Direct
2012-01-20	Restricted Stock Units	$	A	2632	Acquired		Common Shares (2632)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	29182.795	Direct
Common Shares	1182.5087	Indirect

Footnotes

F1: The restricted stock units were granted, together with an equal number of related 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 Scotts Miracle-Gro Company. Each dividend equivalent represents the right to receive cash in respect of dividends that are declared and paid during the period beginning on the grant date and ending on the settlement date with respect to the common share of The Scotts Miracle-Gro Company represented by the related restricted stock unit.

F2: The restricted stock units are scheduled to vest on January 20, 2015. Subject to the terms of the 2006 Plan, vested restricted stock units will be settled in common shares of The Scotts Miracle-Gro Company as soon as administratively practicable, but no later than 90 days, following vesting.