SCOTTS MIRACLE-GRO CO — Director's Dealing 2013

May 2, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AeroGrow International, Inc. (AERO.OB)
CIK: 0001316644
Period of Report: 2013-04-22

Reporting Person: SMG Growing Media, Inc. (10% Owner)
Reporting Person: SCOTTS MIRACLE-GRO CO (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
No securities owned	0	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Convertible Preferred Stock	$		Common Shares ()		Direct
Warrant for the Purchase of Common Stock	$	2021-04-22	Common Shares ()		Direct

Footnotes

F1: The Series B Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date.

F2: SMG Growing Media, Inc. purchased 2,649,007 shares of Series B Convertible Preferred Stock on April 22, 2013. Each share of Series B Convertible Preferred Stock is convertible into the number of shares of AeroGrow International, Inc. (the "Company") Common Stock equal to the conversion rate, which initially is 1:1, under the Certificate of Designations of Series B Convertible Preferred Stock, subject to adjustment as provided therein.

F3: The Warrant entitles SMG Growing Media, Inc. to purchase a number of shares of the Company' s Common Stock that, on a fully diluted basis, constitute 80% of the Company's outstanding capital stock (when added to all other shares of Common Stock then owned by SMG Growing Media, Inc.), as calculated as of the date or dates of exercise.

F4: The exercise price of the Warrant is equal to the quotient obtained by dividing: (a) an amount equal to (i) 1.34 times the trailing twelve months Adjusted Net Sales (as defined in the Warrant) of the Company, plus (ii) the aggregate exercise price of outstanding in-the-money options and warrants (excluding the Warrant) based on the market price of the Common Stock as of the business day immediately preceding the date of exercise ("In-The-Money Derivative Securities"), minus (iii) Debt Outstanding (as defined in the Warrant) of the Company, plus (iv) cash and cash equivalents, by (b) the total shares of capital stock of the Company outstanding on a Common Stock equivalent basis, including outstanding In-The-Money Derivative Securities.