SCOTTS MIRACLE-GRO CO — Director's Dealing 2016

Feb 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2016-01-29

Reporting Person: Johnson Stephen L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-29	Common Shares	A	2476	—	Acquired	12917	Direct
2016-01-29	Common Shares	A	92	$68.68	Acquired	13009	Direct
2016-01-31	Common Shares	M	1173	—	Acquired	14182	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-31	Deferred Stock Units	$	M	143	Disposed		Common Shares (143)	Direct
2016-01-31	Deferred Stock Units	$	M	127	Disposed		Common Shares (127)	Direct
2016-01-31	Deferred Stock Units	$	M	141	Disposed		Common Shares (141)	Direct
2016-01-31	Deferred Stock Units	$	M	162	Disposed		Common Shares (162)	Direct
2016-01-31	Deferred Stock Units	$	M	153	Disposed		Common Shares (153)	Direct
2016-01-31	Deferred Stock Units	$	M	159	Disposed		Common Shares (159)	Direct
2016-01-31	Deferred Stock Units	$	M	141	Disposed		Common Shares (141)	Direct
2016-01-31	Deferred Stock Units	$	M	123	Disposed		Common Shares (123)	Direct
2016-01-31	Dividend Equivalent Rights	$	M	24	Disposed		Common Shares (24)	Direct

Footnotes

F1: The Deferred Stock Units was issued to the reporting person in lieu of retainer in the amount of $6,250.

F2: Deferred stock units convert into common shares of the Issuer on a one-for-one basis.

F3: On January 21, 2011, the reporting person was granted 146 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.

F4: On April 1, 2011, the reporting person was granted 130 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.

F5: On July 1, 2011, the reporting person was granted 144 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.

F6: On October 3, 2011, the reporting person was granted 165 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.

F7: On January 18, 2013, the reporting person was granted 156 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.

F8: On April 1, 2013, the reporting person was granted 162 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.

F9: On July 1, 2013, the reporting person was granted 144 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.

F10: On October 1, 2013, the reporting person was granted 126 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.