SCOTTS MIRACLE-GRO CO — Director's Dealing 2021

Oct 29, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2021-10-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-24	Common Shares	J	16.2575	$123.02	Acquired	73838.8974	Direct
2021-10-26	Common Shares	A	431008	—	Acquired	504846.8974	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-26	Phantom Stock	$	A	595.844	Acquired		Common Shares (595.844)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	24331.233	Indirect
Common Shares	1814791	Indirect

Footnotes

F1: On January 30, 2017, the Issuer made a grant to the Reporting Person of 172,403 performance units (the "2017 grant"). Under the award agreement, the 2017 grant included an enhanced issuance provision under which the Reporting Person would receive a range of 50% to 250% of the original grant depending on certain pre-determined performance criteria over the entirety of the plan period. On October 26, 2021, the Compensation Committee of the Issuer's Board of Directors determined that the performance measures related to the 2017 grant were satisfied to the extent required to permit for the issuance of shares equal to 250% of the original grant.

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.

F3: Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof.

F4: Shares of phantom stock are payable in cash following termination of the reporting person's employment with Issuer. The reporting person may transfer his/her phantom stock into an alternative investment at any time.