SCOTTS MIRACLE-GRO CO — Director's Dealing 2013

Nov 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2013-11-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-11	Common Shares	S	900	$57.49	Disposed	76575.439	Direct
2013-11-11	Common Shares	S	4530	$57.5	Disposed	72045.439	Direct
2013-11-11	Common Shares	S	200	$57.505	Disposed	71845.439	Direct
2013-11-11	Common Shares	S	200	$57.5075	Disposed	71645.439	Direct
2013-11-11	Common Shares	S	1670	$57.51	Disposed	69975.439	Direct
2013-11-11	Common Shares	S	100	$57.515	Disposed	69875.439	Direct
2013-11-11	Common Shares	S	500	$57.52	Disposed	69375.439	Direct
2013-11-11	Common Shares	S	100	$57.525	Disposed	69275.439	Direct
2013-11-11	Common Shares	S	100	$57.53	Disposed	69175.439	Direct
2013-11-11	Common Shares	S	100	$57.54	Disposed	69075.439	Direct
2013-11-11	Common Shares	S	600	$57.55	Disposed	68475.439	Direct
2013-11-11	Common Shares	S	800	$57.56	Disposed	67675.439	Direct
2013-11-11	Common Shares	S	100	$57.565	Disposed	67575.439	Direct
2013-11-11	Common Shares	S	200	$57.57	Disposed	67375.439	Direct
2013-11-11	Common Shares	S	400	$57.58	Disposed	66975.439	Direct
2013-11-11	Common Shares	S	100	$57.59	Disposed	66875.439	Direct
2013-11-11	Common Shares	S	100	$57.605	Disposed	66775.439	Direct
2013-11-11	Common Shares	S	100	$57.61	Disposed	66675.439	Direct
2013-11-11	Common Shares	S	100	$57.615	Disposed	66575.439	Direct
2013-11-11	Common Shares	S	100	$57.62	Disposed	66475.439	Direct
2013-11-11	Common Shares	S	100	$57.64	Disposed	66375.439	Direct
2013-11-11	Common Shares	S	200	$57.65	Disposed	66175.439	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	35701.75	Indirect
Common Shares	2427726	Indirect
Common Shares	5901.4301	Indirect

Footnotes

F1: The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 13, 2013.

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 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 he may be deemed to have a pecuniary interest, in Common Shares held by the Partnership.