SCOTTS MIRACLE-GRO CO — Director's Dealing 2016

Mar 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2016-02-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-29	Common Shares	J	8.0489	$62.12	Acquired	22936.9208	Direct
2016-03-10	Common Shares	J	8.6153	$73.0539	Acquired	22945.5361	Direct
2016-03-11	Common Shares	S	8812	$73.2664	Disposed	14133.5361	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-10	Phantom Stock	$	A	15.559	Acquired		Common Shares (15.559)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.25 to $73.30, 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 1.

F2: Each share of phantom stock represents the right to receive one common share of Issuer 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.