SCOTTS MIRACLE-GRO CO — Director's Dealing 2017

Feb 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2017-01-30

Reporting Person: HAGEDORN JAMES (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-30	Common Shares	A	33344	—	Acquired	41146.568	Direct
2017-01-30	Common Shares	A	24629	—	Acquired	65775.568	Direct
2017-01-31	Common Shares	J	24.1633	$82.77	Acquired	65799.7313	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	42288.998	Indirect
Common Shares	1880791	Indirect

Footnotes

F1: On January 29, 2016, the reporting person was granted an award of 33,344 restricted stock units with vesting subject to the satisfaction of certain performance criteria. On January 30, 2017, the Compensation and Organization Committee certified performance with respect to 33,344 restricted stock units.

F2: Pursuant to Exchange Act Rule 16a-1(a)(1), the reporting person may be deemed, solely for purposes of determining whether he 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 he may be deemed to have a pecuniary interest, in Common Shares held by the Partnership.