SEC FORM 4

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

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)
05/25/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	05/25/2012		M		10,297,775	A	$0.01	27,702,097	D
Common Stock⁽²⁾	05/25/2012		M		433,334	A	$0.01	1,051,652	I	Owned by Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrant	$0.25	05/25/2012		M			75,000	08/31/2009	08/31/2014	Common Stock	75,000	⁽¹⁾	0	D
Common Stock Warrant	$0.25	05/25/2012		M			100,000	11/03/2009	11/03/2014	Common Stock	100,000	⁽¹⁾	0	D
Common Stock Warrant	$0.2	05/25/2012		M			2,889,110	05/06/2010	05/06/2015	Common Stock	2,889,110	⁽¹⁾	0	D
Common Stock Warrant	$0.07	05/25/2012		M			2,900,001	04/11/2012	04/11/2017	Common Stock	2,900,001	⁽¹⁾	0	D
Common Stock Warrant	$0.07	05/25/2012		M			433,334	04/11/2012	04/11/2017	Common Stock	433,334	⁽²⁾	0	I	Owned by Spouse
Common Stock Warrant	$0.01	05/25/2012		M		4,333,664		05/25/2012	05/31/2012	Common Stock	4,333,664	⁽³⁾	4,333,664	D
Commopn Stock Warrant	$0.01	05/25/2012		M			4,333,664	05/25/2012	05/31/2012	Common Stock Warrant	4,333,664	⁽³⁾	0	D

Explanation of Responses:

1. Warrants exercised pursuant to a temporary exercise price reset to $0.01 per share made available to all of the Issuers warrant holders through May 31, 2012, as further detailed in the Issuers 8K filed with the SEC May 8, 2012. The total exercise cost for Mr. Barish was $102,977.75. Of this amount, $79,258.11 was funded by converting promissory notes owed by the Issuer to Mr. Barish, and $11,000.00 was funded by converting $11,000.00 in director fees owed by the Issuer to Mr. Barish. The remaining $12,719.64 was paid in cash.

2. Warrants exercised pursuant to a temporary exercise price reset to $0.01 per share made available to all of the Issuers warrant holders through May 31, 2012, as further detailed in the Issuers 8K filed with the SEC May 8, 2012.

3. Pursuant to the temporary warrant exercise price reset, warrant holders who received warrants with the Issuers 8% Subordinated Secured Promissory Notes received 1.5 new warrants for every such existing warrant exercised during the temporary price reset period. The new warrants had an exercise price of $0.01 per common share and expired May 31, 2012.

	Kimberly Westmoreland, Attorney in Fact	05/29/2012
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.