SCOTTS MIRACLE-GRO CO — Director's Dealing 2021

May 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2021-05-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-14	Common Shares	M	26005	$42.60	Acquired	99719.2824	Direct
2021-05-14	Common Shares	S	1100	$228.93	Disposed	98619.2824	Direct
2021-05-14	Common Shares	S	13565	$229.66	Disposed	85054.2824	Direct
2021-05-14	Common Shares	S	10036	$230.3598	Disposed	75018.2824	Direct
2021-05-14	Common Shares	S	1304	$231.21	Disposed	73714.2824	Direct
2021-05-17	Common Shares	M	24219	$42.60	Acquired	97933.2824	Direct
2021-05-17	Common Shares	S	1200	$229.9167	Disposed	96733.2824	Direct
2021-05-17	Common Shares	S	10667	$228.8412	Disposed	86066.2824	Direct
2021-05-17	Common Shares	S	6301	$227.4232	Disposed	79765.2824	Direct
2021-05-17	Common Shares	S	6051	$226.683	Disposed	73714.2824	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-14	Stock Option (right to buy)	$42.6	M	26005	Disposed	2022-01-19	Common Shares (26005.0)	Direct
2021-05-17	Stock Option (right to buy)	$42.6	M	24219	Disposed	2022-01-19	Common Shares (24219.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	23873.754	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 $228.79 to $228.99, 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 (1).

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.00 to $229.99, 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 (2).

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $230.00 to $230.97, 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 $231.03 to $231.45, 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 $229.50 to $230.00, 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 $228.235 to $229.14, 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 $227.02 to $228.00, 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 $226.13 to $227.00, 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.