SCOTTS MIRACLE-GRO CO — Director's Dealing 2015

Feb 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2015-02-02

Reporting Person: Hanft Adam (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-02	Common Shares	M	241	$51.84	Acquired	9079	Direct
2015-02-02	Common Shares	M	1	$50.92	Acquired	9080	Direct
2015-02-02	Common Shares	M	1	$56.18	Acquired	9081	Direct
2015-02-02	Common Shares	M	1	$51.64	Acquired	9082	Direct
2015-02-02	Common Shares	M	2	$47.24	Acquired	9084	Direct
2015-02-02	Common Shares	M	2	$44.73	Acquired	9086	Direct
2015-02-02	Common Shares	M	2	$48.44	Acquired	9088	Direct
2015-02-02	Common Shares	M	2	$42.27	Acquired	9090	Direct
2015-02-02	Common Shares	M	2	$42.98	Acquired	9092	Direct
2015-02-02	Common Shares	M	2	$41.86	Acquired	9094	Direct
2015-02-02	Common Shares	M	2	$46.73	Acquired	9096	Direct
2015-02-02	Common Shares	M	2	$47.2	Acquired	9098	Direct
2015-02-02	Common Shares	M	2	$55.07	Acquired	9100	Direct
2015-02-02	Common Shares	M	2	$59.63	Acquired	9102	Direct
2015-02-02	Common Shares	M	2	$59.57	Acquired	9104	Direct
2015-02-02	Common Shares	M	2	$60.83	Acquired	9106	Direct
2015-02-02	Common Shares	M	2	$56.65	Acquired	9108	Direct
2015-02-02	Common Shares	M	10	$56.41	Acquired	9118	Direct
2015-02-02	Common Shares	M	2	$61.86	Acquired	9120	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-02	Deferred Stock Units	$	M	241	Disposed		Common Shares (241)	Direct
2015-02-02	Deferred Stock Units	$	M	1	Disposed		Common Shares (1)	Direct
2015-02-02	Deferred Stock Units	$	M	1	Disposed		Common Shares (1)	Direct
2015-02-02	Deferred Stock Units	$	M	1	Disposed		Common Shares (1)	Direct
2015-02-02	Deferred Stock Units	$	M	2	Disposed		Common Shares (2)	Direct
2015-02-02	Deferred Stock Units	$	M	2	Disposed		Common Shares (2)	Direct
2015-02-02	Deferred Stock Units	$	M	2	Disposed		Common Shares (2)	Direct
2015-02-02	Deferred Stock Units	$	M	2	Disposed		Common Shares (2)	Direct
2015-02-02	Deferred Stock Units	$	M	2	Disposed		Common Shares (2)	Direct
2015-02-02	Deferred Stock Units	$	M	2	Disposed		Common Shares (2)	Direct
2015-02-02	Deferred Stock Units	$	M	2	Disposed		Common Shares (2)	Direct
2015-02-02	Deferred Stock Units	$	M	2	Disposed		Common Shares (2)	Direct
2015-02-02	Deferred Stock Units	$	M	2	Disposed		Common Shares (2)	Direct
2015-02-02	Deferred Stock Units	$	M	2	Disposed		Common Shares (2)	Direct
2015-02-02	Deferred Stock Units	$	M	2	Disposed		Common Shares (2)	Direct
2015-02-02	Deferred Stock Units	$	M	2	Disposed		Common Shares (2)	Direct
2015-02-02	Deferred Stock Units	$	M	2	Disposed		Common Shares (2)	Direct
2015-02-02	Deferred Stock Units	$	M	10	Disposed		Common Shares (10)	Direct
2015-02-02	Deferred Stock Units	$	M	2	Disposed		Common Shares (2)	Direct

Footnotes

F1: The deferred stock units were granted, together with an equal number of related dividend equivalents, in lieu of a portion of the reporting person's annual cash retainer, under the LTIP, and subject to the terms and conditions of an individual award agreement. The deferred stock units equal the quarterly deferral amount divided by the closing price of a common share on the grant date (any fractional deferred stock units are rounded up to the nearest whole deferred stock unit). Each whole deferred stock unit represents a contingent right to receive one common share of The Scotts Miracle-Gro Company. Each dividend equivalent represents the right to receive additional deferred stock units in respect of dividends that are declared and paid during the period beginning on the grant date and ending on the settlement date with respect to the common shares of The Scotts Miracle-Gro Company represented by the related deferred stock unit.

F2: The deferred stock units are 100% vested upon grant and shall be distributed in shares as soon as administratively practicable, but no later than 90 days, following the earliest to occur of: (i) reporting person's cessation of service as a director of The Scotts Miracle-Gro Company; (ii) reporting person's death; (iii) reporting person becomes disabled; or (iv) January 31, 2015.