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: HAGEDORN ROBERT (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-31	Common Shares	S	234855	—	Disposed	2044599	Indirect

Footnotes

F1: Represents the sale by the Reporting Person of 132 limited partnership units of Hagedorn Partnership, L.P. to a trust for an aggregate purchase price of $7,546,308. Hagedorn Partnership, L.P. holds the Issuer's common shares (the "Common Shares"), and the Reporting Person is a general partner of Hagedorn Partnership, L.P.

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, 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.

F3: Represents the aggregate proportionate interest of Robert Hagedorn and those family members in whose holdings he may be deemed to have a pecuniary interest in the Common Shares held by Hagedorn Partnership, L.P.