SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Barish Michael S (Last) (First) (Middle) 2401 EAST SECOND AVENUE SUITE 400 (Street) DENVER CO 80206 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AeroGrow International, Inc. [ AERO.OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/11/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(2)	04/11/2012		M		3,877,778	A	$0.09	3,987,014	D(6)
Common Stock(2)	04/11/2012		M		588,889	A	$0.09	618,318	I	Owned by Spouse
Common Stock(1)	04/11/2012		M		13,417,308	A	$0.025	17,404,322	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Note	$0.025	04/11/2012		M			335,432.68	(3)	05/06/2013	Common Stock	13,417,308	(1)	0	D
Series A Preferred Stock	$0.09	04/11/2012		M			349	06/30/2009	(4)	Common Stock	3,877,778	(2)	0	D
Common Stock Warrants	$0.07	04/11/2012		A		2,900,001		04/11/2012	04/11/2017	Common Stock	2,900,001	(5)	5,964,001	D
Series A Preferred Warrant	$1,250	04/11/2012		D			174	06/30/2009	06/30/2014	Series A Preferred	174	(5)	0(6)	D
Series A Preferred stock	$0.09	04/11/2012		M			53	06/30/2009	(4)	Common Stock	588,889(2)	(2)	0	I	Owned by Spouse
Series A Preferred Warrants	$1,250	04/11/2012		M			27	06/30/2009	06/30/2014	Series A Preferred	27	(5)	0	I	Owned by Spouse

Explanation of Responses:

1. As part of a restructuring of the Issuers capital accounts, Mr. Barish converted Convertible Notes, comprising $306,235.44 in principal and $29,197.24 in accrued interest outstanding, into Common Stock of the Issuer. As part of the restructuring, the conversion price was reduced from the original $0.10 per share of Common Stock to $0.025 per share of Common Stock for all holders of the Convertible Notes, including the Reporting Person. Pursuant to Rule 16b-3(d), the restructuring and the conversion were approved by the Issuers Board of Directors.

2. As part of a restructuring of the Issuers capital accounts, Mr. Barish converted Series A Preferred Stock into Common Stock of the Issuer. As part of the restructuring, the conversion price was reduced from $0.18 per share of Common Stock to $0.09 per share of Common Stock for all holders of the Series A Preferred Stock, including the Reporting Person. Pursuant to Rule 16b-3(d), the restructuring and the conversion were approved by the Issuers Board of Directors. Various. The Date Exercisable of the Convertible Notes ranged from 05/06/2010 to 01/31/2011.

3. Various. The Date Exercisable of the Convertible Notes ranged from 05/06/2010 to 01/31/2011.

4. The Series A Preferred Stock had no expiration date.

5. As part of a restructuring of the Issuers capital accounts, the Issuer issued Common Stock Warrants in exchange for all outstanding Series A Preferred Warrants, including those held by the Reporting Person. Pursuant to Rule 16b-3(d), the restructuring and the warrant exchange were approved by the Issuers Board of Directors.

6. Includes Shares held in an IRA Rollover Account

	Kimberly Westmoreland, Attorney in Fact	04/13/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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