SCOTTS MIRACLE-GRO CO — Director's Dealing 2013

Feb 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2013-02-04

Reporting Person: HAGEDORN KATHERINE LITTLEFIELD (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-04	Common Shares	M	2692	—	Acquired	2692	Direct
2013-02-04	Common Shares	S	200	$43.44	Disposed	2492	Direct
2013-02-04	Common Shares	S	92	$43.4924	Disposed	2400	Direct
2013-02-04	Common Shares	S	200	$43.5	Disposed	2200	Direct
2013-02-04	Common Shares	S	200	$43.62	Disposed	2000	Direct
2013-02-04	Common Shares	S	200	$43.7	Disposed	1800	Direct
2013-02-04	Common Shares	S	200	$43.7101	Disposed	1600	Direct
2013-02-04	Common Shares	S	200	$43.82	Disposed	1400	Direct
2013-02-04	Common Shares	S	200	$43.825	Disposed	1200	Direct
2013-02-04	Common Shares	S	200	$43.85	Disposed	1000	Direct
2013-02-04	Common Shares	S	200	$43.8501	Disposed	800	Direct
2013-02-04	Common Shares	S	200	$43.93	Disposed	600	Direct
2013-02-04	Common Shares	S	200	$43.935	Disposed	400	Direct
2013-02-04	Common Shares	S	200	$43.94	Disposed	200	Direct
2013-02-04	Common Shares	S	200	$43.97	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-04	Deferred Stock Units	$	M	2692	Disposed		Common Shares (2692)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3010746	Indirect

Footnotes

F1: The deferred stock units were granted, together with an equal number of related dividend equivalents, under The Scotts Miracle-Gro Company Long-Term Incentive Plan (formerly known as The Scotts Miracle-Gro Company Amended and Restated 2006 Long-Term Incentive Plan), and subject to the terms and conditions of an individual award agreement. Each whole deferred stock unit represents a contingent right to receive one common share of the Issuer ("Common Shares"). The deferred stock units settled on February 4, 2013.

F2: 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, 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.