0001182489-14-000050.txt : 20140128 0001182489-14-000050.hdr.sgml : 20140128 20140128145200 ACCESSION NUMBER: 0001182489-14-000050 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140123 FILED AS OF DATE: 20140128 DATE AS OF CHANGE: 20140128 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SCOTTS MIRACLE-GRO CO CENTRAL INDEX KEY: 0000825542 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 311414921 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 14111 SCOTTSLAWN ROAD CITY: MARYSVILLE STATE: OH ZIP: 43041 BUSINESS PHONE: 9376440011 MAIL ADDRESS: STREET 1: 14111 SCOTTSLAWN ROAD STREET 2: N/A CITY: MARYSVILLE STATE: OH ZIP: 43041 FORMER COMPANY: FORMER CONFORMED NAME: SCOTTS COMPANY DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CDS HOLDING CORP DATE OF NAME CHANGE: 19900104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHERN STEPHANIE M CENTRAL INDEX KEY: 0001174708 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11593 FILM NUMBER: 14552369 MAIL ADDRESS: STREET 1: PHILIPS ELECTRONICS STREET 2: 200 FRANKLIN SQUARE DR CITY: SOMERSET STATE: NJ ZIP: 08875-680 4 1 edgar.xml FORM 4 - X0306 4 2014-01-23 0 0000825542 SCOTTS MIRACLE-GRO CO SMG 0001174708 SHERN STEPHANIE M C/O THE SCOTTS MIRACLE-GRO COMPANY 14111 SCOTTSLAWN ROAD MARYSVILLE OH 43041 1 0 0 0 Common Shares 2014-01-23 4 M 0 4184 A 6184 D Common Shares 2014-01-24 4 S 0 121 60.55 D 6063 D Common Shares 2014-01-24 4 S 0 200 60.56 D 5863 D Common Shares 2014-01-24 4 S 0 500 60.75 D 5363 D Common Shares 2014-01-24 4 S 0 800 60.81 D 4563 D Common Shares 2014-01-24 4 S 0 500 60.85 D 4063 D Common Shares 2014-01-24 4 S 0 500 61.05 D 3563 D Common Shares 2014-01-24 4 S 0 500 61.26 D 3063 D Common Shares 2014-01-24 4 S 0 38 61.29 D 3025 D Common Shares 2014-01-24 4 S 0 400 61.34 D 2625 D Common Shares 2014-01-24 4 S 0 462 61.39 D 2163 D Common Shares 2014-01-24 4 S 0 100 61.54 D 2063 D Common Shares 2014-01-27 4 S 0 63 59.57 D 2000 D Deferred Stock Units 2014-01-24 4 M 0 4184 D 2014-01-21 2014-01-21 Common Shares 4184 0 D The deferred stock units were granted, together with an equal number of related dividend equivalents, under The Scotts Miracle-Gro Company Long-Term Incentive Plan (formerly known as The Scotts Miracle-Gro Company Amended and Restated 2006 Long-Term Incentive Plan), and subject to the terms and conditions of an individual award agreement. Each whole deferred stock unit represents a contingent right to receive one common share of the Issuer. The deferred stock units settled on January 23, 2014. The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 22, 2013. Kathy L. Uttley as attorney-in-fact for Stephanie M. Shern 2014-01-28 EX-24 2 shernste.txt POWER OF ATTORNEY The undersigned officer and/or director of The Scotts Miracle-Gro Company (the "Company"), hereby constitutes and appoints each of Vincent C. Brockman, Tara K. Charnes and Kathy L. Uttley, signing singly, the undersigned's true and lawful attorney-in-fact and agent to: 1) execute for, in the name of and on behalf of the undersigned Forms 3, 4 and 5 with respect to the securities of the Company beneficially owned by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act") and the rules and regulations thereunder and Form 144 with respect to the securities of the Company beneficially owned by the undersigned in accordance with Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"); 2) do and perform any and all acts for, in the name of and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or such Form 144, complete and execute any amendment or amendments thereto, and timely file any such form (and any such amendment or amendments) with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the above-named attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the 1934 Act and/or Rule 144 under the Securities Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 or Form 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the above-named attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of May, 2013. /s/ Stephanie M. Shern Signature Stephanie M. Shern Print Name