SCOTTS MIRACLE-GRO CO — Director's Dealing 2017

Feb 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2017-01-31

Reporting Person: KELLY THOMAS N JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-31	Common Shares	M	3829	—	Acquired	20092	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-31	Deferred Stock Units	$	M	2216	Disposed		Common Shares (2216)	Direct
2017-01-31	Deferred Stock Units	$	M	1439	Disposed		Common Shares (1439)	Direct
2017-01-31	Dividend Equivalent Rights	$	M	174	Disposed		Common Shares (174)	Direct

Footnotes

F1: Deferred stock units convert into common shares of the Issuer on a one-for-one basis.

F2: On January 31, 2014, the reporting person was granted 2,322 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2015.

F3: On May 1, 2014, the reporting person was granted 1,507 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2015.