SCOTTS MIRACLE-GRO CO — Director's Dealing 2014

Jan 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2014-01-21

Reporting Person: Lukemire Michael C (EVP, Business Execution)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-21	Common Shares	M	1800	—	Acquired	18271	Direct
2014-01-24	Common Shares	S	9	$59.77	Disposed	18262	Direct
2014-01-24	Common Shares	S	131	$59.78	Disposed	18131	Direct
2014-01-24	Common Shares	S	15	$59.79	Disposed	18116	Direct
2014-01-24	Common Shares	S	47	$59.82	Disposed	18069	Direct
2014-01-24	Common Shares	S	146	$59.85	Disposed	17923	Direct
2014-01-24	Common Shares	S	88	$59.89	Disposed	17835	Direct
2014-01-24	Common Shares	S	49	$59.9	Disposed	17786	Direct
2014-01-24	Common Shares	S	49	$59.91	Disposed	17737	Direct
2014-01-24	Common Shares	S	48	$59.97	Disposed	17689	Direct
2014-01-24	Common Shares	S	10	$60	Disposed	17679	Direct
2014-01-24	Common Shares	S	79	$60.01	Disposed	17600	Direct
2014-01-24	Common Shares	S	39	$59.99	Disposed	17561	Direct
2014-01-24	Common Shares	S	58	$60.02	Disposed	17503	Direct
2014-01-24	Common Shares	S	63	$60.04	Disposed	17440	Direct
2014-01-24	Common Shares	S	136	$60.06	Disposed	17304	Direct
2014-01-24	Common Shares	S	73	$60.09	Disposed	17231	Direct
2014-01-24	Common Shares	S	49	$60.11	Disposed	17182	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-21	Restricted Stock Units	$	M	1800	Disposed	2014-01-21	Common Shares (1800)	Direct

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 21, 2014.

F2: The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 8, 2013.