SCOTTS MIRACLE-GRO CO — Director's Dealing 2014

Nov 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2014-11-24

Reporting Person: HAGEDORN KATHERINE LITTLEFIELD (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-24	Common Shares	M	15021	$27.31	Acquired	15021	Direct
2014-11-24	Common Shares	S	13881	$60	Disposed	1140	Direct
2014-11-24	Common Shares	S	370	$60.005	Disposed	770	Direct
2014-11-24	Common Shares	S	670	$60.01	Disposed	100	Direct
2014-11-24	Common Shares	S	100	$60.04	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-24	Stock Option (right to buy)	$27.31	M	15021	Disposed	2015-01-27	Common Shares (15021)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	2981291	Indirect

Footnotes

F1: 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 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 she may be deemed to have a pecuniary interest, in Common Shares held by the Partnership.