SCOTTS MIRACLE-GRO CO — Director's Dealing 2013

Jan 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2013-01-23

Reporting Person: Evans David C (CFO EVP Strategy Bus Dev)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-23	Common Shares	M	8700	—	Acquired	46279.585	Direct
2013-01-23	Common Shares	S	100	$44.56	Disposed	46179.585	Direct
2013-01-23	Common Shares	S	100	$44.57	Disposed	46079.585	Direct
2013-01-23	Common Shares	S	100	$44.61	Disposed	45979.585	Direct
2013-01-23	Common Shares	S	100	$44.62	Disposed	45879.585	Direct
2013-01-23	Common Shares	S	393	$44.6349	Disposed	45486.585	Direct
2013-01-23	Common Shares	S	307	$44.64	Disposed	45179.585	Direct
2013-01-23	Common Shares	S	700	$44.65	Disposed	44479.585	Direct
2013-01-23	Common Shares	S	100	$44.66	Disposed	44379.585	Direct
2013-01-23	Common Shares	S	200	$44.67	Disposed	44179.585	Direct
2013-01-23	Common Shares	S	400	$44.71	Disposed	43779.585	Direct
2013-01-23	Common Shares	S	200	$44.72	Disposed	43579.585	Direct
2013-01-23	Common Shares	S	300	$44.8	Disposed	43279.585	Direct
2013-01-23	Common Shares	S	180	$44.81	Disposed	43099.585	Direct
2013-01-23	Common Shares	S	100	$44.82	Disposed	42999.585	Direct
2013-01-23	Common Shares	S	200	$44.85	Disposed	42799.585	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-23	Restricted Stock Units	$	M	8700	Disposed	2013-01-20	Common Shares (8700)	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 Issuer ("Common Share"). The restricted stock units vested on January 20, 2013.

F2: The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 28, 2012.