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: STUMP DENISE (EVP, Global Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-24	Common Shares	J	4.0644	$123.02	Acquired	8472.31	Direct
2021-10-26	Common Shares	A	58348	—	Acquired	66820.31	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-26	Phantom Stock	$	A	129.846	Acquired		Common Shares (129.846)	Direct

Footnotes

F1: On January 30, 2017, the Issuer made a grant to the Reporting Person of 23,339 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: Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof.

F3: 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.