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: Miller Cory J (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-24	Common Shares	J	23.7766	$123.02	Acquired	12392.7162	Direct
2021-10-26	Common Shares	A	2211	—	Acquired	14603.7162	Direct
2021-10-26	Common Shares	A	5747	—	Acquired	20350.7162	Direct
2021-10-26	Common Shares	F	1687	$149.58	Disposed	18663.7162	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1367.164	Indirect

Footnotes

F1: On February 4, 2019, the Issuer made a grant to the Reporting Person of 1,320 performance units (the "2019 grant"). Under the award agreement, the 2019 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 2019 grant were satisfied to the extent required to permit for the issuance of shares equal to 167.5% of the original grant.

F2: On November 1, 2018, the Issuer made a grant to the Reporting Person of 5,747 performance units (the "2018 grant"). Under the award agreement, the 2018 grant included an issuance provision under which the Reporting Person would receive 50% or 100% of the original grant depending on certain pre-determined performance criteria achieved in any single year 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 2018 grant were satisfied to the extent required to permit for the issuance of shares equal to 100% of the original grant.