SCOTTS MIRACLE-GRO CO — Director's Dealing 2015

Aug 26, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2015-08-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-24	Common Shares	M	1500	$39.61	Acquired	4181	Direct
2015-08-24	Common Shares	S	700	$63.005	Disposed	3481	Direct
2015-08-24	Common Shares	S	800	$63	Disposed	2681	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-24	Stock Option (right to buy)	$39.61	M	1500	Disposed	2016-01-27	Common Shares (1500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	2861281	Indirect

Footnotes

F1: 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 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 she may be deemed to have a pecuniary interest, in Common Shares held by the Partnership.