SCOTTS MIRACLE-GRO CO — Director's Dealing 2013

Jan 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2013-01-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-14	Common Shares	S	16067	$45	Disposed	91382.953	Direct
2013-01-14	Common Shares	S	3031	$45.01	Disposed	88351.953	Direct
2013-01-14	Common Shares	S	1100	$45.03	Disposed	87251.953	Direct
2013-01-14	Common Shares	S	1400	$45.02	Disposed	85851.953	Direct
2013-01-14	Common Shares	S	600	$45.05	Disposed	85251.953	Direct
2013-01-14	Common Shares	S	500	$45.06	Disposed	84751.953	Direct
2013-01-14	Common Shares	S	100	$45.04	Disposed	84651.953	Direct
2013-01-14	Common Shares	S	100	$45.07	Disposed	84551.953	Direct
2013-01-14	Common Shares	S	100	$45.09	Disposed	84451.953	Direct
2013-01-14	Common Shares	S	100	$45.115	Disposed	84351.953	Direct
2013-01-14	Common Shares	S	300	$45.13	Disposed	84051.953	Direct
2013-01-14	Common Shares	S	100	$45.14	Disposed	83951.953	Direct
2013-01-14	Common Shares	S	200	$45.17	Disposed	83751.953	Direct
2013-01-14	Common Shares	S	100	$45.15	Disposed	83651.953	Direct
2013-01-14	Common Shares	S	600	$45.19	Disposed	83051.953	Direct
2013-01-14	Common Shares	S	400	$45.21	Disposed	82651.953	Direct
2013-01-14	Common Shares	S	300	$45.2	Disposed	82351.953	Direct
2013-01-14	Common Shares	S	6775	$45.8	Disposed	75576.953	Direct
2013-01-14	Common Shares	S	5	$45.96	Disposed	75571.953	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.