SCOTTS MIRACLE-GRO CO — Director's Dealing 2012

Feb 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2012-01-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-31	Common Shares	A	46.9263	$42.62	Acquired	4700.6295	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	104324.482	Direct
Common Shares	32496.323	Indirect
Common Shares	2677726	Indirect

Footnotes

F1: Common shares of the Issuer ("Common Shares") acquired under The Scotts Miracle-Gro Company Discounted Stock Purchase Plan (DSPP).

F2: 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, 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.