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: STUMP DENISE (EVP, Global Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-23	Common Shares	M	5000	—	Acquired	29303.9979	Direct
2013-01-23	Common Shares	S	76	$44.57	Disposed	29227.9979	Direct
2013-01-23	Common Shares	S	224	$44.5889	Disposed	29003.9979	Direct
2013-01-23	Common Shares	S	100	$44.6	Disposed	28903.9979	Direct
2013-01-23	Common Shares	S	200	$44.62	Disposed	28703.9979	Direct
2013-01-23	Common Shares	S	500	$44.6286	Disposed	28203.9979	Direct
2013-01-23	Common Shares	S	100	$44.63	Disposed	28103.9979	Direct
2013-01-23	Common Shares	S	100	$44.64	Disposed	28003.9979	Direct
2013-01-23	Common Shares	S	100	$44.65	Disposed	27903.9979	Direct
2013-01-23	Common Shares	S	600	$44.66	Disposed	27303.9979	Direct
2013-01-23	Common Shares	S	200	$44.6601	Disposed	27103.9979	Direct
2013-01-23	Common Shares	S	500	$44.67	Disposed	26603.9979	Direct
2013-01-23	Common Shares	S	400	$44.68	Disposed	26203.9979	Direct
2013-01-23	Common Shares	S	300	$44.69	Disposed	25903.9979	Direct
2013-01-23	Common Shares	S	200	$44.71	Disposed	25703.9979	Direct
2013-01-23	Common Shares	S	100	$44.72	Disposed	25603.9979	Direct
2013-01-23	Common Shares	S	200	$44.73	Disposed	25403.9979	Direct
2013-01-23	Common Shares	S	175	$44.78	Disposed	25228.9979	Direct
2013-01-23	Common Shares	S	325	$44.79	Disposed	24903.9979	Direct
2013-01-23	Common Shares	S	100	$44.81	Disposed	24803.9979	Direct
2013-01-23	Common Shares	S	200	$44.82	Disposed	24603.9979	Direct
2013-01-23	Common Shares	S	100	$44.83	Disposed	24503.9979	Direct
2013-01-23	Common Shares	S	200	$44.84	Disposed	24303.9979	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-23	Restricted Stock Units	$	M	5000	Disposed	2013-01-20	Common Shares (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1358.1727	Indirect

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 30, 2012.