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
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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*
SHERN STEPHANIE M

(Last) (First) (Middle)
C/O THE SCOTTS MIRACLE-GRO COMPANY
14111 SCOTTSLAWN ROAD

(Street)
MARYSVILLE OH 43041

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SCOTTS MIRACLE-GRO CO [ SMG ]
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)
02/04/2013
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 Shares 02/04/2013 M 3,190 A (1) 5,190 D
Common Shares 02/04/2013 S 100 D $43.43 5,090 D
Common Shares 02/04/2013 S 198 D $43.46 4,892 D
Common Shares 02/04/2013 S 200 D $43.5 4,692 D
Common Shares 02/04/2013 S 200 D $43.54 4,492 D
Common Shares 02/04/2013 S 200 D $43.62 4,292 D
Common Shares 02/04/2013 S 292 D $43.63 4,000 D
Common Shares 02/04/2013 S 200 D $43.7 3,800 D
Common Shares 02/04/2013 S 200 D $43.71 3,600 D
Common Shares 02/04/2013 S 200 D $43.82 3,400 D
Common Shares 02/04/2013 S 200 D $43.825 3,200 D
Common Shares 02/04/2013 S 300 D $43.85 2,900 D
Common Shares 02/04/2013 S 100 D $43.855 2,800 D
Common Shares 02/04/2013 S 400 D $43.93 2,400 D
Common Shares 02/04/2013 S 200 D $43.94 2,200 D
Common Shares 02/04/2013 S 139 D $43.97 2,061 D
Common Shares 02/04/2013 S 61 D $43.975 2,000 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
Deferred Stock Units (1) 02/04/2013 M 3,190 (1) (1) Common Shares 3,190 (1) 0 D
Explanation of Responses:
1. 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 February 4, 2013.
Kathy L. Uttley as attorney-in-fact for Stephanie M. Shern 02/06/2013
** 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).
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