SCOTTS MIRACLE-GRO CO — Director's Dealing 2020

May 11, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2020-05-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-08	Common Shares	M	86240	$49.19	Acquired	174200.2517	Direct
2020-05-08	Common Shares	S	4482	$133.5854	Disposed	169718.2517	Direct
2020-05-08	Common Shares	S	1470	$134.2079	Disposed	168248.2517	Direct
2020-05-08	Common Shares	S	4041	$135.5445	Disposed	164207.2517	Direct
2020-05-08	Common Shares	S	1400	$136.1314	Disposed	162807.2517	Direct
2020-05-08	Common Shares	S	4055	$137.7229	Disposed	158752.2517	Direct
2020-05-08	Common Shares	S	23328	$138.6541	Disposed	135424.2517	Direct
2020-05-08	Common Shares	S	43441	$139.4173	Disposed	91983.2517	Direct
2020-05-08	Common Shares	S	4023	$140.0712	Disposed	87960.2517	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-08	Stock Option (right to buy)	$49.19	M	86240	Disposed	2021-01-20	Common Shares (86240.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	47056.506	Indirect
Common Shares	1814791	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.01 to $133.98, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1).

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.00 to $134.59, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2).

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.06 to $135.97, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3).

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.00 to $136.25, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4).

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.12 to $137.99, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (5).

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.00 to $138.995, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (6).

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.00 to $139.99, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (7).

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.00 to $140.24, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (8).

F9: 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.