X0306 4 2014-10-22 0 0000825542 SCOTTS MIRACLE-GRO CO SMG 0001434770 Lukemire Michael C C/O THE SCOTTS MIRACLE-GRO COMPANY 14111 SCOTTSLAWN ROAD MARYSVILLE OH 43041 0 1 0 0 EVP, North American Operations Common Shares 16471 D Common Shares 435.143 I By 401(K) Plan Stock Option (right to buy) 36.69 2014-10-22 4 J 0 808 0 A 2009-10-11 2016-10-11 Common Shares 808 16284 D Stock Option (right to buy) 36.86 2014-10-22 4 J 0 886 0 A 2010-11-07 2017-11-06 Common Shares 886 17886 D Stock Option (right to buy) 20.59 2014-10-22 4 J 0 1038 0 A 2011-10-08 2018-10-05 Common Shares 1038 21038 D Stock Option (right to buy) 39.58 2014-10-22 4 J 0 663 0 A 2013-01-20 2020-01-17 Common Shares 663 13363 D Stock Option (right to buy) 49.19 2014-10-22 4 J 0 488 0 A 2014-01-21 2021-01-20 Common Shares 488 9788 D Stock Option (right to buy) 45.32 2014-10-22 4 J 0 487 0 A 2015-01-20 2022-01-19 Common Shares 487 9813 D 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 Michael C. Lukemire 2014-10-24