SCOTTS MIRACLE-GRO CO — Director's Dealing 2015

Feb 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2015-01-30

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-30	Stock Option (right to buy)	$63.43	A	134139	Acquired	2025-01-30	Common Shares (134139)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	8785	Direct
Common Shares	38794.572	Indirect
Common Shares	1910789	Indirect
Common Shares	6759.1898	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.