SCOTTS MIRACLE-GRO CO — Director's Dealing 2016

Oct 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2016-09-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-30	Common Shares	J	26.688	$74.94	Acquired	7700.6275	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-26	Phantom Stock	$	A	1009.516	Acquired		Common Shares (1009.516)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	42288.998	Indirect
Common Shares	1880789	Indirect

Footnotes

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

F2: Each share of phantom stock represents the right to receive one Common Share or the cash value thereof.

F3: Shares of phantom stock are payable in cash following termination of the reporting person's employment with Issuer. The reporting person may transfer his/her phantom stock account into an alternative investment account at any time.