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: 2014-01-23

Reporting Person: KELLY THOMAS N JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-23	Common Shares	M	4184	—	Acquired	7020	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-23	Deferred Stock Units	$	M	4184	Disposed	2014-01-23	Common Shares (4184)	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 January 23, 2014.