SCOTTS MIRACLE-GRO CO — Director's Dealing 2012

Nov 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2012-11-05

Reporting Person: SANDERS BARRY W (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-05	Common Shares	S	3089.8	$43.271	Disposed	26255.872	Direct
2012-11-07	Common Shares	S	100	$43.395	Disposed	26155.872	Direct
2012-11-07	Common Shares	S	200	$43.376	Disposed	25955.872	Direct
2012-11-07	Common Shares	S	1000	$43.3644	Disposed	24955.872	Direct
2012-11-07	Common Shares	S	200	$43.361	Disposed	24755.872	Direct
2012-11-07	Common Shares	S	400	$43.36	Disposed	24355.872	Direct
2012-11-07	Common Shares	S	100	$43.355	Disposed	24255.872	Direct
2012-11-07	Common Shares	S	500	$43.35	Disposed	23755.872	Direct
2012-11-07	Common Shares	S	200	$43.34	Disposed	23555.872	Direct
2012-11-07	Common Shares	S	100	$43.31	Disposed	23455.872	Direct
2012-11-07	Common Shares	S	100	$43.305	Disposed	23355.872	Direct
2012-11-07	Common Shares	S	100	$43.3	Disposed	23255.872	Direct
2012-11-07	Common Shares	S	3624	$43.29	Disposed	19631.872	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	461.8101	Indirect

Footnotes

F1: Reflects common shares of the Issuer ("Common Shares") sold by the recordkeeper of The Scotts Company LLC Executive Retirement Plan (the "ERP") to satisfy tax withholding liability of the reporting person in connection with the distribution of 9,713.80 Common Shares previously credited to the benchmark Company stock fund within the reporting person's bookkeeping account under the ERP as a result of the reporting person's election to treat the retention award entered into on November 4, 2008 as invested in the benchmark Company stock fund.

F2: Includes 19,631.872 Common Shares credited to the benchmark Company stock fund within the reporting person's bookkeeping account under the ERP due to (1) the reporting person's election to treat the retention award granted to the reporting person on November 4, 2008 as invested in the benchmark Company stock fund, and (2) crediting of amounts calculated as if invested in the Company stock fund as a result of dividends paid with respect to Common Shares.

F3: The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 22, 2012.