SCOTTS MIRACLE-GRO CO — Director's Dealing 2017

Feb 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2017-02-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-06	Common Shares	S	3170	$89.46	Disposed	7147	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	2843273	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 September 1, 2016.

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.