SCOTTS MIRACLE-GRO CO — Director's Dealing 2016

Dec 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2016-11-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-30	Common Shares	J	24.3487	$82.14	Acquired	7750.2032	Direct
2016-12-09	Common Shares	J	28.9236	$96.1605	Acquired	7779.1268	Direct
2016-12-11	Common Shares	M	30131	—	Acquired	37910.1268	Direct
2016-12-12	Common Shares	F	14147	$96	Disposed	23763.1268	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-11	Restricted Stock Units	$	M	30131	Disposed		Common Shares (30131)	Direct
2016-12-09	Phantom Stock	$	A	393.715	Acquired		Common Shares (393.715)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	42288.998	Indirect
Common Shares	1880791	Indirect

Footnotes

F1: Restricted stock units convert into common shares of the Issuer ("Common Shares") on a one-for-one basis.

F2: 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, 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.

F3: On December 11, 2013, the reporting person was granted 30,131 restricted stock units, vesting on December 11, 2016.

F4: Each share of phantom stock represents the right to receive one Common Share or the cash value thereof.

F5: 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.