0001172661-12-000052.txt : 20120207 0001172661-12-000052.hdr.sgml : 20120207 20120207151624 ACCESSION NUMBER: 0001172661-12-000052 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120207 DATE AS OF CHANGE: 20120207 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43851 FILM NUMBER: 12577457 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Independent Franchise Partners LLP CENTRAL INDEX KEY: 0001483866 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 20 BALDERTON STREET STREET 2: 5TH FLOOR CITY: LONDON STATE: X0 ZIP: W1K6TL BUSINESS PHONE: 442074959070 MAIL ADDRESS: STREET 1: 20 BALDERTON STREET STREET 2: 5TH FLOOR CITY: LONDON STATE: X0 ZIP: W1K6TL SC 13G 1 smg123111.txt SCHEDULE 13G HOLDINGS REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 The Scotts Miracle-Gro Company (Name of Issuer) Common Stock (Title of Class of Securities) 810186106 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 810186106 1. Names of Reporting Person I.R.S. Identification Nos. of above person Independent Franchise Partners, LLP 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United Kingdom 5. Sole Voting Power: 3,290,909 Number of Shares 6. Shared Voting Power: 123,172 Beneficially Owned by 7. Sole Dispositive Power: 3,414,081 Each Reporting Person With 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,414,081 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 5.60% 12. Type of Reporting Person IA Item 1. (a) Name of Issuer: The Scotts Miracle-Gro Company (b) Address of Issuer's Principal Executive Offices: 14111 Scottslawn Road Marysville, Ohio 43041 Item 2. (a) Name of Person Filing: Independent Franchise Partners, LLP (b) Address of Principal Business Offices: 20 Balderton Street London, W1K 6TL United Kingdom (c) Citizenship: Please refer to Item 4 on each cover sheet for each filing person (d) Title of Class of Securities Common stock (e) CUSIP Number: 810186106 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) [X] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K). Item 4. Ownership Please see Items 5 - 9 and 11 on each cover sheet for each Reporting Person Item 5. Ownership of Five Percent or Less of a Class Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 7, 2012 Independent Franchise Partners, LLP By: /s/ John Kelly-Jones -------------------------- Name: John Kelly-Jones Title: Chief Operating Officer