SCOTTS MIRACLE-GRO CO — Director's Dealing 2013

Jan 17, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2013-01-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-16	Common Shares	S	100	$44.6001	Disposed	41370.953	Direct
2013-01-16	Common Shares	S	700	$44.51	Disposed	40670.953	Direct
2013-01-16	Common Shares	S	700	$44.5	Disposed	39970.953	Direct
2013-01-16	Common Shares	S	2800	$44.52	Disposed	37170.953	Direct
2013-01-16	Common Shares	S	300	$44.5233	Disposed	36870.953	Direct
2013-01-16	Common Shares	S	500	$44.5201	Disposed	36370.953	Direct
2013-01-16	Common Shares	S	226	$44.59	Disposed	36144.953	Direct
2013-01-16	Common Shares	S	400	$44.69	Disposed	35744.953	Direct
2013-01-16	Common Shares	S	800	$44.6575	Disposed	34944.953	Direct
2013-01-16	Common Shares	S	500	$44.68	Disposed	34444.953	Direct
2013-01-16	Common Shares	S	500	$44.67	Disposed	33944.953	Direct
2013-01-16	Common Shares	S	100	$44.74	Disposed	33844.953	Direct
2013-01-16	Common Shares	S	100	$44.7	Disposed	33744.953	Direct
2013-01-16	Common Shares	S	294	$44.97	Disposed	33450.953	Direct
2013-01-16	Common Shares	S	100	$44.98	Disposed	33350.953	Direct
2013-01-16	Common Shares	S	206	$45	Disposed	33144.953	Direct
2013-01-16	Common Shares	S	500	$45.01	Disposed	32644.953	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	33747.195	Indirect
Common Shares	2522787	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 December 14, 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.