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: SHERN STEPHANIE M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-23	Common Shares	M	4184	—	Acquired	6184	Direct
2014-01-24	Common Shares	S	121	$60.55	Disposed	6063	Direct
2014-01-24	Common Shares	S	200	$60.56	Disposed	5863	Direct
2014-01-24	Common Shares	S	500	$60.75	Disposed	5363	Direct
2014-01-24	Common Shares	S	800	$60.81	Disposed	4563	Direct
2014-01-24	Common Shares	S	500	$60.85	Disposed	4063	Direct
2014-01-24	Common Shares	S	500	$61.05	Disposed	3563	Direct
2014-01-24	Common Shares	S	500	$61.26	Disposed	3063	Direct
2014-01-24	Common Shares	S	38	$61.29	Disposed	3025	Direct
2014-01-24	Common Shares	S	400	$61.34	Disposed	2625	Direct
2014-01-24	Common Shares	S	462	$61.39	Disposed	2163	Direct
2014-01-24	Common Shares	S	100	$61.54	Disposed	2063	Direct
2014-01-27	Common Shares	S	63	$59.57	Disposed	2000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-24	Deferred Stock Units	$	M	4184	Disposed	2014-01-21	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.

F2: The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 22, 2013.