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: Johnson Stephen L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-31	Common Shares	M	4320	—	Acquired	18912	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-31	Deferred Stock Units	$	M	150	Disposed		Common Shares (150)	Direct
2017-01-31	Deferred Stock Units	$	M	131	Disposed		Common Shares (131)	Direct
2017-01-31	Deferred Stock Units	$	M	170	Disposed		Common Shares (170)	Direct
2017-01-31	Deferred Stock Units	$	M	159	Disposed		Common Shares (159)	Direct
2017-01-31	Deferred Stock Units	$	M	2396	Disposed		Common Shares (2396)	Direct
2017-01-31	Deferred Stock Units	$	M	115	Disposed		Common Shares (115)	Direct
2017-01-31	Deferred Stock Units	$	M	110	Disposed		Common Shares (110)	Direct
2017-01-31	Deferred Stock Units	$	M	653	Disposed		Common Shares (653)	Direct
2017-01-31	Deferred Stock Units	$	M	117	Disposed		Common Shares (117)	Direct
2017-01-31	Deferred Stock Units	$	M	116	Disposed		Common Shares (116)	Direct
2017-01-31	Dividend Equivalent Rights	$	M	203	Disposed		Common Shares (203)	Direct

Footnotes

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

F2: On January 20, 2012, the reporting person was granted 157 deferred stock units, with accruing dividend equivalent rights, vesting on January 20, 2012.

F3: On April 2, 2012, the reporting person was granted 138 deferred stock units, with accruing dividend equivalent rights, vesting on April 2, 2012.

F4: On July 2, 2012, the reporting person was granted 177 deferred stock units, with accruing dividend equivalent rights, vesting on July 2, 2012.

F5: On October 1, 2012, the reporting person was granted 166 deferred stock units, with accruing dividend equivalent rights, vesting on October 1, 2012.

F6: On January 31, 2014, the reporting person was granted 2,511 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2015.

F7: On January 31, 2014, the reporting person was granted 122 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2014.

F8: On April 1, 2014, the reporting person was granted 117 deferred stock units, with accruing dividend equivalent rights, vesting on April 1, 2014.

F9: On May 1, 2014, the reporting person was granted 685 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2015.

F10: On July 1, 2014, the reporting person was granted 124 deferred stock units, with accruing dividend equivalent rights, vesting on July 1, 2014.

F11: On October 1, 2014, the reporting person was granted 123 deferred stock units, with accruing dividend equivalent rights, vesting on October 1, 2014.