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SCOTTS MIRACLE-GRO CO Director's Dealing 2014

Jun 25, 2014

31301_dirs_2014-06-25_95a7b87d-ac1d-48c1-8e92-3690a9c8b81e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2014-06-24

Reporting Person: HAGEDORN JAMES (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-06-24 Common Shares S 300 $57.075 Disposed 49604.751 Direct
2014-06-24 Common Shares S 1307 $57.08 Disposed 48297.751 Direct
2014-06-24 Common Shares S 200 $57.085 Disposed 48097.751 Direct
2014-06-24 Common Shares S 100 $57.0875 Disposed 47997.751 Direct
2014-06-24 Common Shares S 1213 $57.09 Disposed 46784.751 Direct
2014-06-24 Common Shares S 100 $57.095 Disposed 46684.751 Direct
2014-06-24 Common Shares S 2134 $57.1 Disposed 44550.751 Direct
2014-06-24 Common Shares S 500 $57.105 Disposed 44050.751 Direct
2014-06-24 Common Shares S 567 $57.11 Disposed 43483.751 Direct
2014-06-24 Common Shares S 964 $57.12 Disposed 42519.751 Direct
2014-06-24 Common Shares S 1228 $57.13 Disposed 41291.751 Direct
2014-06-24 Common Shares S 400 $57.135 Disposed 40891.751 Direct
2014-06-24 Common Shares S 1586 $57.14 Disposed 39305.751 Direct
2014-06-24 Common Shares S 1099 $57.15 Disposed 38206.751 Direct
2014-06-24 Common Shares S 300 $57.16 Disposed 37906.751 Direct
2014-06-24 Common Shares S 201 $57.17 Disposed 37705.751 Direct
2014-06-24 Common Shares S 22 $57.19 Disposed 37683.751 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Shares 35701.75 Indirect
Common Shares 1945789 Indirect
Common Shares 6256.6275 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 May 21, 2014.

F2: Pursuant to Exchange Act Rule 16a-1(a)(1), the reporting person may be deemed, solely for purposes of determining whether he is a beneficial owner of more than 10% of the common shares of the Issuer ("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 he may be deemed to have a pecuniary interest, in Common Shares held by the Partnership.