SCOTTS MIRACLE-GRO CO — Director's Dealing 2013

Feb 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2013-02-04

Reporting Person: SHERN STEPHANIE M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-04	Common Shares	M	3190	—	Acquired	5190	Direct
2013-02-04	Common Shares	S	100	$43.43	Disposed	5090	Direct
2013-02-04	Common Shares	S	198	$43.46	Disposed	4892	Direct
2013-02-04	Common Shares	S	200	$43.5	Disposed	4692	Direct
2013-02-04	Common Shares	S	200	$43.54	Disposed	4492	Direct
2013-02-04	Common Shares	S	200	$43.62	Disposed	4292	Direct
2013-02-04	Common Shares	S	292	$43.63	Disposed	4000	Direct
2013-02-04	Common Shares	S	200	$43.7	Disposed	3800	Direct
2013-02-04	Common Shares	S	200	$43.71	Disposed	3600	Direct
2013-02-04	Common Shares	S	200	$43.82	Disposed	3400	Direct
2013-02-04	Common Shares	S	200	$43.825	Disposed	3200	Direct
2013-02-04	Common Shares	S	300	$43.85	Disposed	2900	Direct
2013-02-04	Common Shares	S	100	$43.855	Disposed	2800	Direct
2013-02-04	Common Shares	S	400	$43.93	Disposed	2400	Direct
2013-02-04	Common Shares	S	200	$43.94	Disposed	2200	Direct
2013-02-04	Common Shares	S	139	$43.97	Disposed	2061	Direct
2013-02-04	Common Shares	S	61	$43.975	Disposed	2000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-04	Deferred Stock Units	$	M	3190	Disposed		Common Shares (3190)	Direct

Footnotes

F1: The deferred stock units were granted, together with an equal number of related dividend equivalents, under 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), and subject to the terms and conditions of an individual award agreement. Each whole deferred stock unit represents a contingent right to receive one common share of the Issuer. The deferred stock units settled on February 4, 2013.