X0306 4 2014-10-22 0 0000825542 SCOTTS MIRACLE-GRO CO SMG 0001180171 HAGEDORN JAMES C/O THE SCOTTS MIRACLE-GRO COMPANY 14111 SCOTTSLAWN ROAD MARYSVILLE OH 43041 1 1 1 0 Chairman and CEO Common Shares 39782.548 D Common Shares 35701.75 I By 401(K) Plan Common Shares 1945789 I HPLP Common Shares 6614.6215 I By DSPP Stock Option (right to buy) 33.99 2014-10-22 4 J 0 9500 0 A 2008-10-12 2015-10-12 Common Shares 9500 191567 D Stock Option (right to buy) 36.69 2014-10-22 4 J 0 8026 0 A 2009-10-11 2016-10-11 Common Shares 8026 161716 D Stock Option (right to buy) 36.37 2014-10-22 4 J 0 6701 0 A 2010-11-08 2017-11-07 Common Shares 6701 135801 D Stock Option (right to buy) 20.59 2014-10-22 4 J 0 10386 0 A 2011-10-08 2018-10-05 Common Shares 10386 210386 D Stock Option (right to buy) 39.58 2014-10-22 4 J 0 4244 0 A 2013-01-20 2020-01-17 Common Shares 4244 85444 D Stock Option (right to buy) 49.19 2014-10-22 4 J 0 6191 0 A 2014-01-21 2021-01-20 Common Shares 6191 123991 D Stock Option (right to buy) 45.32 2014-10-22 4 J 0 5976 0 A 2015-01-20 2022-01-19 Common Shares 5976 120288 D Pursuant to Exchange Act Rule 16a-1(a)(1), the reporting person may be deemed, solely for purposes of determining whether he is a beneficial owner of more than 10% of the common shares of the Issuer ("Common Shares"), to be the beneficial owner of the securities of the Issuer that are held by Hagedorn Partnership, L.P., a Delaware limited partnership in which the reporting person is a general partner (the "Partnership"). Represents the aggregate proportionate interest of the reporting person and those family members in whose holdings he may be deemed to have a pecuniary interest, in Common Shares held by the Partnership. Reflects adjustment approved by the Compensation Committee on 10/22/14 to previously granted stock option awards under the Issuer's equity-based compensation plans in connection with the special dividend of $2.00 per Issuer Common Share payable on 9/17/14 to shareholders of record at the close of business on 9/3/14. The exercise price of the stock options that remained outstanding as of 10/22/14 was adjusted to maintain the same ratio of exercise price to fair market value of the underlying common shares immediately before and immediately after the adjustment. Fair market value was established by comparing the volume weighted average share price measured on 8/28/14, the day before the ex-dividend date ($60.5792), with that measured on 8/29/14, the ex-dividend date ($57.5973). The number of stock options subject to each award was increased as necessary to ensure the total intrinsic value of the award was the same immediately before and immediately after the adjustment. The number shown includes the number of additional stock options resulting from the adjustment to each of the previously granted stock option awards. Kathy L. Uttley as attorney-in-fact for James Hagedorn 2014-10-24