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: Brockman Vincent C (EVP, GC and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-23	Common Shares	M	5000	—	Acquired	24784.583	Direct
2013-01-23	Common Shares	S	200	$44.57	Disposed	24584.583	Direct
2013-01-23	Common Shares	S	200	$44.58	Disposed	24384.583	Direct
2013-01-23	Common Shares	S	100	$44.61	Disposed	24284.583	Direct
2013-01-23	Common Shares	S	200	$44.62	Disposed	24084.583	Direct
2013-01-23	Common Shares	S	800	$44.63	Disposed	23284.583	Direct
2013-01-23	Common Shares	S	100	$44.6301	Disposed	23184.583	Direct
2013-01-23	Common Shares	S	100	$44.64	Disposed	23084.583	Direct
2013-01-23	Common Shares	S	800	$44.65	Disposed	22284.583	Direct
2013-01-23	Common Shares	S	100	$44.66	Disposed	22184.583	Direct
2013-01-23	Common Shares	S	100	$44.67	Disposed	22084.583	Direct
2013-01-23	Common Shares	S	400	$44.68	Disposed	21684.583	Direct
2013-01-23	Common Shares	S	100	$44.7	Disposed	21584.583	Direct
2013-01-23	Common Shares	S	300	$44.73	Disposed	21284.583	Direct
2013-01-23	Common Shares	S	100	$44.74	Disposed	21184.583	Direct
2013-01-23	Common Shares	S	100	$44.76	Disposed	21084.583	Direct
2013-01-23	Common Shares	S	100	$44.77	Disposed	20984.583	Direct
2013-01-23	Common Shares	S	100	$44.775	Disposed	20884.583	Direct
2013-01-23	Common Shares	S	100	$44.78	Disposed	20784.583	Direct
2013-01-23	Common Shares	S	100	$44.79	Disposed	20684.583	Direct
2013-01-23	Common Shares	S	400	$44.8	Disposed	20284.583	Direct
2013-01-23	Common Shares	S	300	$44.81	Disposed	19984.583	Direct
2013-01-23	Common Shares	S	100	$44.82	Disposed	19884.583	Direct
2013-01-23	Common Shares	S	100	$44.84	Disposed	19784.583	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	14.23	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.