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: Hanft Adam (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-29	Common Shares	A	2476	—	Acquired	22971	Direct
2016-01-29	Common Shares	A	183	$68.68	Acquired	23154	Direct
2016-01-31	Common Shares	M	2342	—	Acquired	25496	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-31	Deferred Stock Units	$	M	284	Disposed		Common Shares (284)	Direct
2016-01-31	Deferred Stock Units	$	M	250	Disposed		Common Shares (250)	Direct
2016-01-31	Deferred Stock Units	$	M	282	Disposed		Common Shares (282)	Direct
2016-01-31	Deferred Stock Units	$	M	325	Disposed		Common Shares (325)	Direct
2016-01-31	Deferred Stock Units	$	M	306	Disposed		Common Shares (306)	Direct
2016-01-31	Deferred Stock Units	$	M	319	Disposed		Common Shares (319)	Direct
2016-01-31	Deferred Stock Units	$	M	282	Disposed		Common Shares (282)	Direct
2016-01-31	Deferred Stock Units	$	M	246	Disposed		Common Shares (246)	Direct
2016-01-31	Dividend Equivalent Rights	$	M	48	Disposed		Common Shares (48)	Direct

Footnotes

F1: The Deferred Stock Units was issued to the reporting person in lieu of retainer in the amount of $12,500.

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 290 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.

F4: On April 1, 2011, the reporting person was granted 256 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.

F5: On July 1, 2011, the reporting person was granted 288 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.

F6: On October 3, 2011, the reporting person was granted 331 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.

F7: On January 18, 2013, the reporting person was granted 312 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.

F8: On April 1, 2013, the reporting person was granted 325 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.

F9: On July 1, 2013, the reporting person was granted 288 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.

F10: On October 1, 2013, the reporting person was granted 252 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.