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: SANDERS BARRY W (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-23	Common Shares	M	8700	—	Acquired	28484.586	Direct
2013-01-23	Common Shares	S	500	$44.6	Disposed	27984.586	Direct
2013-01-23	Common Shares	S	300	$44.61	Disposed	27684.586	Direct
2013-01-23	Common Shares	S	321	$44.62	Disposed	27363.586	Direct
2013-01-23	Common Shares	S	450	$44.63	Disposed	26913.586	Direct
2013-01-23	Common Shares	S	629	$44.64	Disposed	26284.586	Direct
2013-01-23	Common Shares	S	500	$44.65	Disposed	25784.586	Direct
2013-01-23	Common Shares	S	100	$44.66	Disposed	25684.586	Direct
2013-01-23	Common Shares	S	652	$44.6616	Disposed	25032.586	Direct
2013-01-23	Common Shares	S	248	$44.68	Disposed	24784.586	Direct
2013-01-23	Common Shares	S	200	$44.69	Disposed	24584.586	Direct
2013-01-23	Common Shares	S	200	$44.7	Disposed	24384.586	Direct
2013-01-23	Common Shares	S	1500	$44.71	Disposed	22884.586	Direct
2013-01-23	Common Shares	S	100	$44.72	Disposed	22784.586	Direct
2013-01-23	Common Shares	S	700	$44.73	Disposed	22084.586	Direct
2013-01-23	Common Shares	S	400	$44.74	Disposed	21684.586	Direct
2013-01-23	Common Shares	S	300	$44.75	Disposed	21384.586	Direct
2013-01-23	Common Shares	S	73	$44.77	Disposed	21311.586	Direct
2013-01-23	Common Shares	S	227	$44.78	Disposed	21084.586	Direct
2013-01-23	Common Shares	S	200	$44.785	Disposed	20884.586	Direct
2013-01-23	Common Shares	S	200	$44.79	Disposed	20684.586	Direct
2013-01-23	Common Shares	S	200	$44.82	Disposed	20484.586	Direct
2013-01-23	Common Shares	S	500	$44.83	Disposed	19984.586	Direct
2013-01-23	Common Shares	S	100	$44.87	Disposed	19884.586	Direct
2013-01-23	Common Shares	S	100	$44.88	Disposed	19784.586	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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	478.3705	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 February 21, 2012.