SCOTTS MIRACLE-GRO CO — Director's Dealing 2015

Jan 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2015-01-26

Reporting Person: STUMP DENISE (EVP, Global Human Resources)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-26	Phantom Stock	$	A	4.575	Acquired		Common Shares (4.575)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	18995	Direct
Common Shares	1710.6325	Indirect

Footnotes

F1: Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof.

F2: Shares of phantom stock are payable in cash following termination of the reporting person's employment with Issuer. The reporting person may transfer his phantom stock account into an alternative investment account at any time.