SCOTTS MIRACLE-GRO CO — Director's Dealing 2015

Jan 26, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2015-01-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-22	Common Shares	M	3433	—	Acquired	6278	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-22	Deferred Stock Units	$	M	3433	Disposed		Common Shares (3433)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	2861281	Indirect

Footnotes

F1: Deferred stock units convert into common shares of the Issuer ("Common Shares") on a one-for-one basis.

F2: 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, 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.

F3: On January 22, 2010, the reporting person was granted 3,433 deferred stock units, vesting on January 22, 2015.