SCOTTS MIRACLE-GRO CO — Director's Dealing 2014

Feb 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2014-01-31

Reporting Person: Hanft Adam (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-31	Deferred Stock Units	$	A	2021	Acquired		Common Shares (2021)	Direct
2014-01-31	Deferred Stock Units	$	A	211	Acquired		Common Shares (211)	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 (the "LTIP"), 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 Scotts Miracle-Gro Company. Each dividend equivalent represents a contingent right to receive additional deferred stock units in respect of dividends that are declared and paid during the period beginning on the grant date and ending on the settlement date with respect to the common share of The Scotts Miracle-Gro Company represented by the related deferred stock unit.

F2: The deferred stock units will become 100% vested on the earlier of the first anniversary of the grant date (January 31, 2015) or the date of the annual meeting of the Company's shareholders in 2015, subject to earlier vesting or forfeiture in accordance with the terms of the award agreement. Subject to the terms of the LTIP, vested deferred stock units will be settled in a lump sum as soon as administratively practicable, but no later than 90 days, following the earliest to occur of: (i) the reporting person's cessation of service as a director of The Scotts Miracle-Gro Company; (ii) the reporting person's death; (iii) the date the reporting person becomes totally disabled; or (iv) the third anniversary of the grant date January 31, 2017.

F3: The deferred stock units were granted, together with an equal number of related dividend equivalents, in lieu of a portion of the reporting person's annual cash retainer, under the LTIP, and subject to the terms and conditions of an individual award agreement. The deferred stock units equal the quarterly deferral amount divided by the closing price of a common share on the grant date (any fractional deferred stock units are rounded up to the nearest whole deferred stock unit). Each whole deferred stock unit represents a contingent right to receive one common share of The Scotts Miracle-Gro Company. Each dividend equivalent represents the right to receive additional deferred stock units in respect of dividends that are declared and paid during the period beginning on the grant date and ending on the settlement date with respect to the common shares of The Scotts Miracle-Gro Company represented by the related deferred stock unit.

F4: The deferred stock units are 100% vested upon grant and shall be distributed in shares as soon as administratively practicable, but no later than 90 days, following the earliest to occur of: (i) reporting person's cessation of service as a director of The Scotts Miracle-Gro Company; (ii) reporting person's death; (iii) reporting person becomes disabled; or (iv) January 31, 2017.