SCOTTS MIRACLE-GRO CO — Director's Dealing 2014

Aug 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AeroGrow International, Inc. (AERO)
CIK: 0001316644
Period of Report: 2014-08-05

Reporting Person: SMG Growing Media, Inc. (10% Owner)
Reporting Person: SCOTTS MIRACLE-GRO CO (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-05	Common Shares	J	199148	—	Acquired	199148	Direct
2014-08-05	Common Shares	J	123907	—	Acquired	323055	Direct
2014-08-05	Common Shares	J	67037	—	Acquired	390092	Direct

Footnotes

F1: SMG Growing Media, Inc. ("SMG") received 199,148 shares of the Issuer's common stock as a payment-in-kind dividend on 2,649,007 shares of the Issuer's Series B Convertible Preferred Stock ("Preferred Stock") owned at the time of the dividend payment date. SMG is the sole owner of all of the outstanding shares of Preferred Stock.

F2: SMG received 123,907 shares of the Issuer's common stock as a payment-in-kind royalty under a Technology License Agreement with the Issuer.

F3: SMG received 67,037 shares of the Issuer's common stock as a payment-in-kind fee under a Brand License Agreement with the Issuer.