SCOTTS MIRACLE-GRO CO — Director's Dealing 2016

Jan 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2016-01-21

Reporting Person: HAGEDORN KATHERINE LITTLEFIELD (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-21	Common Shares	M	2757	—	Acquired	8448	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-21	Deferred Stock Units	$	M	2697	Disposed		Common Shares (2697)	Direct
2016-01-21	Dividend Equivalent Rights	$	M	60	Disposed		Common Shares (60)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	2861281	Indirect

Footnotes

F1: Deferred stock units convert into common shares of the Issuer 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 she 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 she may be deemed to have a pecuniary interest, in Common Shares held by the Partnership.

F3: On January 21, 2011, the reporting person was granted 2,757 deferred stock units, with accruing dividend equivalent rights, vesting on January 21, 2016.