SCOTTS MIRACLE-GRO CO — Director's Dealing 2012

Dec 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2012-12-13

Reporting Person: HAGEDORN KATHERINE LITTLEFIELD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-13	Common Shares	S	538	$42.00	Disposed	3041051	Indirect
2012-12-14	Common Shares	S	3864	$42.00	Disposed	3037441	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: 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.

F3: Represents the aggregate proportionate interest of Katherine Hagedorn 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.