SCOTTS MIRACLE-GRO CO — Director's Dealing 2014

Jan 27, 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: HAGEDORN KATHERINE LITTLEFIELD (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-23	Common Shares	M	4017	—	Acquired	4017	Direct
2014-01-23	Common Shares	S	500	$61.38	Disposed	3517	Direct
2014-01-23	Common Shares	S	1000	$61.42	Disposed	2517	Direct
2014-01-23	Common Shares	S	500	$61.44	Disposed	2017	Direct
2014-01-23	Common Shares	S	500	$61.45	Disposed	1517	Direct
2014-01-23	Common Shares	S	500	$61.46	Disposed	1017	Direct
2014-01-23	Common Shares	S	416	$61.48	Disposed	601	Direct
2014-01-23	Common Shares	S	500	$61.51	Disposed	101	Direct
2014-01-23	Common Shares	S	100	$61.52	Disposed	1	Direct
2014-01-23	Common Shares	S	1	$61.53	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-23	Deferred Stock Units	$	M	4017	Disposed		Common Shares (4017)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	2981291	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 August 13, 2013.

F2: 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 ("Common Shares"). The deferred stock units settled on January 23, 2014.

F3: Pursuant to Exchange Act Rule 16a-1(a)(1), the reporting person may be deemed, solely for purposes of determining whether she 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 she may be deemed to have a pecuniary interest, in Common Shares held by the Partnership.