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SCOTTS MIRACLE-GRO CO Director's Dealing 2013

Jan 17, 2013

31301_dirs_2013-01-17_cdfb78de-7f4c-4878-bf01-eb34ada09cc4.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2013-01-16

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-01-16 Common Shares S 366 $44.5401 Disposed 54378.953 Direct
2013-01-16 Common Shares S 1700 $44.54 Disposed 52678.953 Direct
2013-01-16 Common Shares S 1100 $44.56 Disposed 51578.953 Direct
2013-01-16 Common Shares S 1400 $44.53 Disposed 50178.953 Direct
2013-01-16 Common Shares S 100 $44.5301 Disposed 50078.953 Direct
2013-01-16 Common Shares S 900 $44.55 Disposed 49178.953 Direct
2013-01-16 Common Shares S 200 $44.5501 Disposed 48978.953 Direct
2013-01-16 Common Shares S 2034 $44.57 Disposed 46944.953 Direct
2013-01-16 Common Shares S 674 $44.58 Disposed 46270.953 Direct
2013-01-16 Common Shares S 200 $44.5801 Disposed 46070.953 Direct
2013-01-16 Common Shares S 1496 $44.6 Disposed 44574.953 Direct
2013-01-16 Common Shares S 500 $44.5901 Disposed 44074.953 Direct
2013-01-16 Common Shares S 100 $44.62 Disposed 43974.953 Direct
2013-01-16 Common Shares S 4 $44.63 Disposed 43970.953 Direct
2013-01-16 Common Shares S 200 $44.635 Disposed 43770.953 Direct
2013-01-16 Common Shares S 1000 $44.64 Disposed 42770.953 Direct
2013-01-16 Common Shares S 900 $44.65 Disposed 41870.953 Direct
2013-01-16 Common Shares S 400 $44.66 Disposed 41470.953 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Shares 33747.195 Indirect
Common Shares 2522787 Indirect
Common Shares 5354.7841 Indirect

Footnotes

F1: The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 14, 2012.

F2: 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.