SCOTTS MIRACLE-GRO CO — Director's Dealing 2013

Apr 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2013-04-01

Reporting Person: Hilsheimer Lawrence A. (EVP and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-01	Restricted Stock Units	$	A	32665	Acquired		Common Shares (32665)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
No securities owned	0	Direct

Footnotes

F1: The restricted stock units were granted, together with an equal number of related dividend equivalents, under The Scotts Miracle-Gro Company Long-Term Incentive Plan (the "LTIP"), and subject to the terms and conditions of an individual award agreement. Each whole restricted stock unit represents a contingent right to receive one common share of The Scotts Miracle-Gro Company. Each dividend equivalent represents the right to receive cash in respect of dividends that are declared and paid during the period beginning on the grant date and ending on the settlement date with respect to the common share of The Scotts Miracle-Gro Company represented by the related restricted stock unit.

F2: 25% of the restricted stock units are scheduled to vest on each of April 1, 2014 and April 1, 2015 and the remaining 50% of the restricted stock units are scheduled to vest on April 1, 2016. Subject to the terms of the LTIP and individual award agreement, vested restricted stock units will be settled in common shares of The Scotts Miracle-Gro Company within 90 days after April 1, 2016.