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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-23	Common Shares	M	37500	—	Acquired	70144.953	Direct
2013-01-23	Common Shares	S	519	$44.57	Disposed	69625.953	Direct
2013-01-23	Common Shares	S	476	$44.58	Disposed	69149.953	Direct
2013-01-23	Common Shares	S	800	$44.59	Disposed	68349.953	Direct
2013-01-23	Common Shares	S	481	$44.6	Disposed	67868.953	Direct
2013-01-23	Common Shares	S	524	$44.6005	Disposed	67344.953	Direct
2013-01-23	Common Shares	S	562	$44.61	Disposed	66782.953	Direct
2013-01-23	Common Shares	S	213	$44.6194	Disposed	66569.953	Direct
2013-01-23	Common Shares	S	1225	$44.62	Disposed	65344.953	Direct
2013-01-23	Common Shares	S	4297	$44.63	Disposed	61047.953	Direct
2013-01-23	Common Shares	S	100	$44.6301	Disposed	60947.953	Direct
2013-01-23	Common Shares	S	200	$44.635	Disposed	60747.953	Direct
2013-01-23	Common Shares	S	2100	$44.64	Disposed	58647.953	Direct
2013-01-23	Common Shares	S	300	$44.6401	Disposed	58347.953	Direct
2013-01-23	Common Shares	S	100	$44.645	Disposed	58247.953	Direct
2013-01-23	Common Shares	S	327	$44.6485	Disposed	57920.953	Direct
2013-01-23	Common Shares	S	2776	$44.65	Disposed	55144.953	Direct
2013-01-23	Common Shares	S	2700	$44.66	Disposed	52444.953	Direct
2013-01-23	Common Shares	S	1500	$44.67	Disposed	50944.953	Direct
2013-01-23	Common Shares	S	1368	$44.68	Disposed	49576.953	Direct
2013-01-23	Common Shares	S	200	$44.685	Disposed	49376.953	Direct
2013-01-23	Common Shares	S	1605	$44.69	Disposed	47771.953	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-23	Restricted Stock Units	$	M	37500	Disposed	2013-01-20	Common Shares (37500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	33747.195	Indirect
Common Shares	2427726	Indirect
Common Shares	5354.7841	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 20, 2012.

F3: 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.