SCOTTS MIRACLE-GRO CO — Director's Dealing 2014

Jun 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2014-06-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-26	Common Shares	S	1100	$56.18	Disposed	54570.751	Direct
2014-06-26	Common Shares	S	1200	$56.19	Disposed	53370.751	Direct
2014-06-26	Common Shares	S	2355	$56.2	Disposed	51015.751	Direct
2014-06-26	Common Shares	S	2163	$56.21	Disposed	48852.751	Direct
2014-06-26	Common Shares	S	1057	$56.22	Disposed	47795.751	Direct
2014-06-26	Common Shares	S	1100	$56.23	Disposed	46695.751	Direct
2014-06-26	Common Shares	S	694	$56.24	Disposed	46001.751	Direct
2014-06-26	Common Shares	S	100	$56.25	Disposed	45901.751	Direct
2014-06-26	Common Shares	S	411	$56.26	Disposed	45490.751	Direct
2014-06-26	Common Shares	S	200	$56.27	Disposed	45290.751	Direct
2014-06-26	Common Shares	S	3407	$56.5	Disposed	41883.751	Direct
2014-06-26	Common Shares	S	275	$56.51	Disposed	41608.751	Direct
2014-06-26	Common Shares	S	100	$56.52	Disposed	41508.751	Direct
2014-06-26	Common Shares	S	400	$56.54	Disposed	41108.751	Direct
2014-06-26	Common Shares	S	625	$56.55	Disposed	40483.751	Direct
2014-06-26	Common Shares	S	400	$56.56	Disposed	40083.751	Direct
2014-06-26	Common Shares	S	300	$56.57	Disposed	39783.751	Direct
2014-06-26	Common Shares	S	300	$56.58	Disposed	39483.751	Direct
2014-06-26	Common Shares	S	600	$56.6	Disposed	38883.751	Direct
2014-06-26	Common Shares	S	100	$56.61	Disposed	38783.751	Direct
2014-06-26	Common Shares	S	400	$56.62	Disposed	38383.751	Direct
2014-06-26	Common Shares	S	200	$56.66	Disposed	38183.751	Direct
2014-06-26	Common Shares	S	200	$56.68	Disposed	37983.751	Direct
2014-06-26	Common Shares	S	200	$56.71	Disposed	37783.751	Direct
2014-06-26	Common Shares	S	100	$56.91	Disposed	37683.751	Direct
2014-06-26	Common Shares	A	114.132	$56.29	Acquired	37797.883	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.

F3: Reflects Common Shares of the Issuer represented by amount credited to the benchmark Company stock fund within the reporting person's bookkeeping account under The Scotts Company LLC Executive Retirement Plan.