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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SANDERS BARRY W (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) Director 10% Owner X Officer (give title below) Other (specify below) EVP Global Tech and Operations
	3. Date of Earliest Transaction (Month/Day/Year) 03/01/2007
	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

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
Stock Option (right to buy)	$20.12(1)	03/01/2007(1)		J(1)		1,517(2)		11/07/2005	11/06/2012	Common Shares	1,517(2)	$0	9,517	D
Stock Appreciation Right	$24.45(3)	03/01/2007(3)		J(3)		4,549(4)		11/19/2006	11/18/2013	Common Shares	4,549(4)	$0	28,549	D
Stock Option (right to buy)	$29.01(1)	03/01/2007(1)		J(1)		3,795(2)		12/01/2007	12/01/2014	Common Shares	3,795(2)	$0	23,795	D
Stock Option (right to buy)	$35.74(1)	03/01/2007(1)		J(1)		4,293(2)		10/12/2008	10/12/2015	Common Shares	4,293(2)	$0	26,893	D
Stock Option (right to buy)	$38.58(1)	03/01/2007(1)		J(1)		2,476(2)		10/11/2009	10/11/2016	Common Shares	2,476(2)	$0	15,476	D

Explanation of Responses:

1. Reflects adjustment to previously granted stock option awards under the Issuer's equity-based compensation plans approved by the Compensation and Organization Committee on March 1, 2007 in connection with the special dividend of $8.00 per Issuer common share payable on March 5, 2007 to shareholders of record at the close of business on February 26, 2007. The exercise price of the stock options was adjusted to maintain the same ratio of exercise price to fair market value of the underlying common shares (0.25) before and after the adjustment. Fair market value was established by comparing the volume weighted average share price measured on February 21, 2007, the day before the ex-dividend date ($56.88), with that measured on February 22, 2007, the ex-dividend date ($47.82). The number of stock options subject to each award was increased as necessary to ensure the total value of the award was the same before and after the adjustment.

2. The number shown includes the number of additional stock options resulting from the adjustment to each of the previously granted stock option awards.

3. Reflects adjustment to previously granted awards of stock appreciation rights ("SARs") under the Issuer's equity-based compensation plans approved by the Compensation and Organization Committee on March 1, 2007 in connection with the special dividend. The exercise price of the SARs was adjusted to maintain the same ratio of exercise price to fair market value of the underlying common shares (0.25) before and after the adjustment. Fair market value was established by comparing the volume weighted average share price measured on February 21, 2007, the day before the ex-dividend date ($56.88), with that measured on February 22, 2007, the ex-dividend date ($47.82). The number of SARs subject to each award was increased as necessary to ensure the total value of the award was the same before and after the adjustment.

4. The number shown includes the number of additional SARs resulting from the adjustment to each of the previously granted awards of SARs.

	Kathy L. Uttley as attorney-in-fact for Barry W. Sanders	03/05/2007
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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