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SCOTTS MIRACLE-GRO CO Director's Dealing 2013

Feb 15, 2013

31301_dirs_2013-02-15_64f5a5f6-c7d0-47f3-a6db-9762b85a2e7e.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2013-02-08

Reporting Person: Coleman Thomas Randal (Interim Principal Fin Officer)

Holdings (Non-Derivative)

Security Shares Ownership
Common Shares 3120 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $21.65 2018-10-05 Common Shares (15500) Direct
Stock Option (right to buy) $41.62 2020-01-17 Common Shares (9500) Direct
Stock Option (right to buy) $51.73 2021-01-20 Common Shares (7700) Direct
Stock Option (right to buy) $47.66 2022-01-19 Common Shares (11155) Direct
Restricted Stock Units $ Common Shares (1500) Direct
Restricted Stock Units $ Common Shares (2568) Direct
Restricted Stock Units $ Common Shares (8323) Direct

Footnotes

F1: The restricted stock units are scheduled to vest on January 21, 2014. Subject to the terms of The Scotts Miracle-Gro Company Long-Term Incentive Plan (formerly known as The Scotts Miracle-Gro Company Amended and Restated 2006 Long-Term Incentive Plan) (the "LTIP"), vested restricted stock units will be settled in common shares of the Issuer ("Common Shares") as soon as administratively practicable, but no later than 90 days, following vesting.

F2: The restricted stock units are scheduled to vest on January 20, 2015. Subject to the terms of the LTIP, vested restricted stock units will be settled in Common Shares as soon as administratively practicable, but no later than 90 days, following vesting.

F3: The restricted stock units are scheduled to vest on January 18, 2016. Subject to the terms of the LTIP, vested restricted stock units will be settled in Common Shares as soon as administratively practicable, but no later than 90 days, following vesting.

F4: The restricted stock units were granted, together with an equal number of related dividend equivalents, under 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. Each dividend equivalent represents the right to receive cash in respect of dividends that are declared and paid during the period beginning on the grant date and ending on the settlement date with respect to the Common Shares represented by the related restricted stock unit.