SCOTTS MIRACLE-GRO CO — Director's Dealing 2013

Jan 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2013-01-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-23	Common Shares	S	1428	$44.7	Disposed	46343.953	Direct
2013-01-23	Common Shares	S	2430	$44.71	Disposed	43913.953	Direct
2013-01-23	Common Shares	S	200	$44.7122	Disposed	43713.953	Direct
2013-01-23	Common Shares	S	469	$44.7136	Disposed	43244.953	Direct
2013-01-23	Common Shares	S	400	$44.7175	Disposed	42844.953	Direct
2013-01-23	Common Shares	S	900	$44.72	Disposed	41944.953	Direct
2013-01-23	Common Shares	S	1100	$44.74	Disposed	40844.953	Direct
2013-01-23	Common Shares	S	100	$44.75	Disposed	40744.953	Direct
2013-01-23	Common Shares	S	400	$44.77	Disposed	40344.953	Direct
2013-01-23	Common Shares	S	600	$44.78	Disposed	39744.953	Direct
2013-01-23	Common Shares	S	500	$44.785	Disposed	39244.953	Direct
2013-01-23	Common Shares	S	1544	$44.79	Disposed	37700.953	Direct
2013-01-23	Common Shares	S	500	$44.792	Disposed	37200.953	Direct
2013-01-23	Common Shares	S	100	$44.8	Disposed	37100.953	Direct
2013-01-23	Common Shares	S	101	$44.8001	Disposed	36999.953	Direct
2013-01-23	Common Shares	S	555	$44.81	Disposed	36444.953	Direct
2013-01-23	Common Shares	S	1300	$44.82	Disposed	35144.953	Direct
2013-01-23	Common Shares	S	676	$44.83	Disposed	34468.953	Direct
2013-01-23	Common Shares	S	600	$44.84	Disposed	33868.953	Direct
2013-01-23	Common Shares	S	924	$44.85	Disposed	32944.953	Direct
2013-01-23	Common Shares	S	200	$44.88	Disposed	32744.953	Direct
2013-01-23	Common Shares	S	100	$44.89	Disposed	32644.953	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	33747.195	Indirect
Common Shares	2427726	Indirect
Common Shares	5354.7841	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 November 20, 2012.

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.