SCOTTS MIRACLE-GRO CO — Director's Dealing 2016

Dec 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2016-12-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-15	Common Shares	S	14684	$95.3769	Disposed	9079.1268	Direct
2016-12-15	Common Shares	S	1300	$95.8923	Disposed	7779.1268	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	42288.998	Indirect
Common Shares	1880791	Indirect

Footnotes

F1: The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 30, 2016.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.76 to $95.75, 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 2.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.83 to $95.97, 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 3.

F4: 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.