SCOTTS MIRACLE-GRO CO — Director's Dealing 2012

Dec 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: HAGEDORN KATHERINE LITTLEFIELD (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-10	Common Shares	M	14273	$21.54	Acquired	14273	Direct
2012-12-10	Common Shares	S	200	$41.035	Disposed	14073	Direct
2012-12-10	Common Shares	S	500	$41.018	Disposed	13573	Direct
2012-12-10	Common Shares	S	733	$41.03	Disposed	12840	Direct
2012-12-10	Common Shares	S	400	$41.01	Disposed	12440	Direct
2012-12-10	Common Shares	S	373	$41	Disposed	12067	Direct
2012-12-10	Common Shares	S	300	$41.0267	Disposed	11767	Direct
2012-12-10	Common Shares	S	267	$41.0338	Disposed	11500	Direct
2012-12-10	Common Shares	S	1400	$41.09	Disposed	10100	Direct
2012-12-10	Common Shares	S	200	$41.06	Disposed	9900	Direct
2012-12-10	Common Shares	S	300	$41.11	Disposed	9600	Direct
2012-12-10	Common Shares	S	400	$41.095	Disposed	9200	Direct
2012-12-10	Common Shares	S	400	$41.07	Disposed	8800	Direct
2012-12-10	Common Shares	S	200	$41.08	Disposed	8600	Direct
2012-12-10	Common Shares	S	200	$41.1	Disposed	8400	Direct
2012-12-10	Common Shares	S	400	$41.14	Disposed	8000	Direct
2012-12-10	Common Shares	S	200	$41.16	Disposed	7800	Direct
2012-12-10	Common Shares	S	200	$41.165	Disposed	7600	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-10	Stock Option (right to buy)	$21.54	M	14273	Disposed	2013-01-30	Common Shares (14273)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3314361	Indirect

Footnotes

F1: 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 of the Issuer ("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 she may be deemed to have a pecuniary interest, in Common Shares held by the Partnership.