SCOTTS MIRACLE-GRO CO — Director's Dealing 2012

Dec 12, 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)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-10	Deferred Stock Units	$	A	21	Acquired		Common Shares (21)	Direct
2012-12-10	Deferred Stock Units	$	A	30	Acquired		Common Shares (30)	Direct
2012-12-10	Deferred Stock Units	$	A	24	Acquired		Common Shares (24)	Direct
2012-12-10	Deferred Stock Units	$	A	19	Acquired		Common Shares (19)	Direct
2012-12-10	Deferred Stock Units	$	A	20	Acquired		Common Shares (20)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3255049	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.

F2: Additional deferred stock units received pursuant to dividend equivalents as a result of dividends paid with respect to the Common Shares of The Scotts Miracle-Gro Company underlying deferred stock units already held.