SCOTTS MIRACLE-GRO CO — Director's Dealing 2014

Oct 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2014-10-22

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-22	Stock Option (right to buy)	$33.99	J	9500	Acquired	2015-10-12	Common Shares (9500)	Direct
2014-10-22	Stock Option (right to buy)	$36.69	J	8026	Acquired	2016-10-11	Common Shares (8026)	Direct
2014-10-22	Stock Option (right to buy)	$36.37	J	6701	Acquired	2017-11-07	Common Shares (6701)	Direct
2014-10-22	Stock Option (right to buy)	$20.59	J	10386	Acquired	2018-10-05	Common Shares (10386)	Direct
2014-10-22	Stock Option (right to buy)	$39.58	J	4244	Acquired	2020-01-17	Common Shares (4244)	Direct
2014-10-22	Stock Option (right to buy)	$49.19	J	6191	Acquired	2021-01-20	Common Shares (6191)	Direct
2014-10-22	Stock Option (right to buy)	$45.32	J	5976	Acquired	2022-01-19	Common Shares (5976)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	39782.548	Direct
Common Shares	35701.75	Indirect
Common Shares	1945789	Indirect
Common Shares	6614.6215	Indirect

Footnotes

F1: 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.

F2: Reflects adjustment approved by the Compensation Committee on 10/22/14 to previously granted stock option awards under the Issuer's equity-based compensation plans in connection with the special dividend of $2.00 per Issuer Common Share payable on 9/17/14 to shareholders of record at the close of business on 9/3/14. The exercise price of the stock options that remained outstanding as of 10/22/14 was adjusted to maintain the same ratio of exercise price to fair market value of the underlying common shares immediately before and immediately after the adjustment. Fair market value was established by comparing the volume weighted average share price measured on 8/28/14, the day before the ex-dividend date ($60.5792), with that measured on 8/29/14, the ex-dividend date ($57.5973). The number of stock options subject to each award was increased as necessary to ensure the total intrinsic value of the award was the same immediately before and immediately after the adjustment.

F3: The number shown includes the number of additional stock options resulting from the adjustment to each of the previously granted stock option awards.