SCOTTS MIRACLE-GRO CO — Director's Dealing 2013

Jan 17, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2013-01-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-15	Common Shares	S	12329	$44.8	Disposed	63242.953	Direct
2013-01-15	Common Shares	S	1072	$44.83	Disposed	62170.953	Direct
2013-01-15	Common Shares	S	899	$44.84	Disposed	61271.953	Direct
2013-01-15	Common Shares	S	1000	$44.81	Disposed	60271.953	Direct
2013-01-15	Common Shares	S	1400	$44.82	Disposed	58871.953	Direct
2013-01-15	Common Shares	S	400	$44.8025	Disposed	58471.953	Direct
2013-01-15	Common Shares	S	600	$44.87	Disposed	57871.953	Direct
2013-01-15	Common Shares	S	500	$44.85	Disposed	57371.953	Direct
2013-01-15	Common Shares	S	800	$44.86	Disposed	56571.953	Direct
2013-01-15	Common Shares	S	100	$44.9	Disposed	56471.953	Direct
2013-01-15	Common Shares	S	400	$44.8125	Disposed	56071.953	Direct
2013-01-15	Common Shares	S	200	$44.99	Disposed	55871.953	Direct
2013-01-15	Common Shares	S	100	$44.97	Disposed	55771.953	Direct
2013-01-15	Common Shares	S	200	$44.93	Disposed	55571.953	Direct
2013-01-15	Common Shares	S	400	$44.9125	Disposed	55171.953	Direct
2013-01-15	Common Shares	S	200	$44.965	Disposed	54971.953	Direct
2013-01-15	Common Shares	S	200	$45.02	Disposed	54771.953	Direct
2013-01-15	Common Shares	S	27	$45.01	Disposed	54744.953	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.