SCOTTS MIRACLE-GRO CO — Director's Dealing 2014

Oct 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2014-10-22

Reporting Person: Coleman Thomas Randal (EVP and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-22	Stock Option (right to buy)	$49.19	J	404	Acquired	2021-01-20	Common Shares (404)	Direct
2014-10-22	Stock Option (right to buy)	$45.32	J	583	Acquired	2022-01-19	Common Shares (583)	Direct

Footnotes

F1: Reflects adjustment approved by the Compensation Committee on 10/22/14 to previously granted stock option awards under the Issuer's equity-based compensation plans in connection with the special dividend of $2.00 per Issuer Common Share payable on 9/17/14 to shareholders of record at the close of business on 9/3/14. The exercise price of the stock options that remained outstanding as of 10/22/14 was adjusted to maintain the same ratio of exercise price to fair market value of the underlying common shares immediately before and immediately after the adjustment. Fair market value was established by comparing the volume weighted average share price measured on 8/28/14, the day before the ex-dividend date ($60.5792), with that measured on 8/29/14, the ex-dividend date ($57.5973). The number of stock options subject to each award was increased as necessary to ensure the total intrinsic value of the award was the same immediately before and immediately after the adjustment.

F2: The number shown includes the number of additional stock options resulting from the adjustment to each of the previously granted stock option awards.