SCOTTS MIRACLE-GRO CO — Director's Dealing 2014

Apr 24, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2014-04-15

Reporting Person: Coleman Thomas Randal (EVP and CFO)

Holdings (Non-Derivative)

Security	Shares	Ownership
No securities owned	0	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$51.73	2021-01-20	Common Shares (7700)		Direct
Stock Option (right to buy)	$47.66	2022-01-19	Common Shares (11155)		Direct
Restricted Stock Units	$		Common Shares (2568)		Direct
Restricted Stock Units	$		Common Shares (8323)		Direct
Restricted Stock Units	$		Common Shares (9333)		Direct

Footnotes

F1: The restricted stock units are scheduled to vest on January 20, 2015. Subject to the terms of The Scotts Miracle-Gro Company Long-Term Incentive Plan, vested restricted stock units will be settled in common shares of The Scotts Miracle-Gro Company as soon as administratively practicable, but no later than 90 days, following: (i) the reporting person's death; (ii) the date the reporting person becomes totally disabled; or (iii) the third anniversary of the grant date, January 20, 2015.

F2: The restricted stock units are scheduled to vest on January 18, 2016. Subject to the terms of The Scotts Miracle-Gro Company Long-Term Incentive Plan, vested restricted stock units will be settled in common shares of The Scotts Miracle-Gro Company as soon as administratively practicable, but no later than 90 days, following: (i) the reporting person's death; (ii) the date the reporting person becomes totally disabled; or (iii) the third anniversary of the grant date, January 18, 2016.

F3: 50% of the restricted stock units are scheduled to vest on September 30, 2015 and 25% of the restricted stock units are scheduled to vest on each of September 30, 2016 and September 30, 2017. Subject to the terms of The Scotts Miracle-Gro Company Long-Term Incentive Plan, vested restricted stock units will be settled in common shares of The Scotts Miracle-Gro Company as soon as administratively practicable, but no later than 90 days after vesting.

F4: 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, 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 Scotts Miracle-Gro Company. Each dividend equivalent represents a contingent right to receive cash in respect of dividends that are declared and paid during the period beginning on the grant date and ending on the settlement date with respect to the common share of The Scotts Miracle-Gro Company represented by the related restricted stock unit.