SCOTTS MIRACLE-GRO CO — Director's Dealing 2021

Feb 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCOTTS MIRACLE-GRO CO (SMG)
CIK: 0000825542
Period of Report: 2021-02-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-04	Common Shares	S	2862	$232.47	Disposed	74769.8785	Direct
2021-02-04	Common Shares	S	3129	$233.20	Disposed	71640.8785	Direct
2021-02-04	Common Shares	S	3632	$234.37	Disposed	68008.8785	Direct
2021-02-04	Common Shares	S	1359	$235.40	Disposed	66649.8785	Direct
2021-02-04	Common Shares	S	2425	$236.39	Disposed	64224.8785	Direct
2021-02-04	Common Shares	S	833	$237.15	Disposed	63391.8785	Direct
2021-02-04	Common Shares	S	304	$238.04	Disposed	63087.8785	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	23873.754	Indirect
Common Shares	1814791	Indirect

Footnotes

F1: The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 12, 2020.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.88 to $232.85, 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 $232.85 to $233.82, 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 $233.85 to $234.84, 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 $234.87 to $235.80, 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 $235.86 to $236.845, 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 $236.86 to $237.44, 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 $238.01 to $238.13, 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.