SCOTTS MIRACLE-GRO CO — Director's Dealing 2017

May 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2017-05-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-01	Common Shares	J	5.7215	$87.39	Acquired	19422.9015	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-26	Phantom Stock	$	A	15.584	Acquired		Common Shares (15.584)	Direct

Footnotes

F1: Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof.

F2: 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.