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: 2015-01-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-27	Common Shares	S	3408	$63.3802	Disposed	2870	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	2861281	Indirect

Footnotes

F1: The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 5, 2014.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.19 to $63.60, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2).

F3: 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.