SCOTTS MIRACLE-GRO CO — Director's Dealing 2015

Jan 22, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2015-01-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-20	Common Shares	M	26312	—	Acquired	68023.6339	Direct
2015-01-20	Common Shares	A	16943	—	Acquired	84966.6339	Direct
2015-01-20	Common Shares	F	20512	$62.23	Disposed	64454.6339	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-20	Restricted Stock Units	$	M	26312	Disposed		Common Shares (26312)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	38794.572	Indirect
Common Shares	1910789	Indirect
Common Shares	6759.1898	Indirect

Footnotes

F1: Restricted 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 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 (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.

F3: On January 20, 2012, the reporting person was granted 26,312 restricted stock units, vesting on January 20, 2015.