X0306 4 2017-01-03 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 2017-01-03 5 J 0 E 23.4412 85.32 A 7802.568 D Common Shares 42288.998 I By 401(K) Plan Common Shares 1880791 I HPLP Phantom Stock 2017-01-26 4 A 0 884.088 94.26 A Common Shares 884.088 79585.974 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. Each share of phantom stock represents the right to receive one Common Share or the cash value thereof. Shares of phantom stock are payable in cash following termination of the reporting person's employment with Issuer. The reporting person may transfer his/her phantom stock account into an alternative investment account at any time. Kathy L. Uttley as attorney-in-fact for James Hagedorn 2017-01-30