SCOTTS MIRACLE-GRO CO — Director's Dealing 2013

Aug 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2013-08-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-13	Common Shares	M	4000	$26.53	Acquired	4000	Direct
2013-08-13	Common Shares	S	400	$53.89	Disposed	3600	Direct
2013-08-13	Common Shares	S	1025	$53.88	Disposed	2575	Direct
2013-08-13	Common Shares	S	475	$53.87	Disposed	2100	Direct
2013-08-13	Common Shares	S	1000	$53.86	Disposed	1100	Direct
2013-08-13	Common Shares	S	100	$53.895	Disposed	1000	Direct
2013-08-13	Common Shares	S	1000	$53.881	Disposed	0	Direct
2013-08-14	Common Shares	M	10274	$26.53	Acquired	10274	Direct
2013-08-14	Common Shares	S	3874	$53.9	Disposed	6400	Direct
2013-08-14	Common Shares	S	300	$53.905	Disposed	6100	Direct
2013-08-14	Common Shares	S	400	$53.91	Disposed	5700	Direct
2013-08-14	Common Shares	S	200	$53.93	Disposed	5500	Direct
2013-08-14	Common Shares	S	400	$53.94	Disposed	5100	Direct
2013-08-14	Common Shares	S	1100	$53.95	Disposed	4000	Direct
2013-08-14	Common Shares	S	400	$53.96	Disposed	3600	Direct
2013-08-14	Common Shares	S	400	$53.97	Disposed	3200	Direct
2013-08-14	Common Shares	S	600	$53.98	Disposed	2600	Direct
2013-08-14	Common Shares	S	200	$53.99	Disposed	2400	Direct
2013-08-14	Common Shares	S	100	$54	Disposed	2300	Direct
2013-08-14	Common Shares	S	100	$54.03	Disposed	2200	Direct
2013-08-14	Common Shares	S	300	$54.0333	Disposed	1900	Direct
2013-08-14	Common Shares	S	200	$54.04	Disposed	1700	Direct
2013-08-14	Common Shares	S	200	$54.07	Disposed	1500	Direct
2013-08-14	Common Shares	S	200	$54.075	Disposed	1300	Direct
2013-08-14	Common Shares	S	900	$54.08	Disposed	400	Direct
2013-08-14	Common Shares	S	400	$54.13	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-13	Stock Option (right to buy)	$26.53	M	4000	Disposed	2014-01-29	Common Shares (4000)	Direct
2013-08-14	Stock Option (right to buy)	$26.53	M	10274	Disposed	2014-01-29	Common Shares (10274)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	2981287	Indirect

Footnotes

F1: 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 of the Issuer ("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.