SEC FORM 4

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^*

HAGEDORN JAMES

(Last)

(First)

(Middle)

C/O THE SCOTTS MIRACLE-GRO COMPANY

14111 SCOTTSLAWN ROAD

(Street)

MARYSVILLE

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/11/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	10/11/2011		M		63,700	A	⁽¹⁾	167,441.905	D
Common Shares	10/11/2011		S⁽²⁾		28,500	D	$44.88	103,741.905	D
Common Shares	10/11/2011		M		148,715	A	$16.8	252,456.905	D
Common Shares	10/11/2011		S⁽²⁾		200	D	$44.51	252,256.905	D
Common Shares	10/11/2011		S⁽²⁾		300	D	$44.52	251,956.905	D
Common Shares	10/11/2011		S⁽²⁾		1,405	D	$44.53	250,551.905	D
Common Shares	10/11/2011		S⁽²⁾		6,449	D	$44.54	244,102.905	D
Common Shares	10/11/2011		S⁽²⁾		5,484	D	$44.55	238,618.905	D
Common Shares	10/11/2011		S⁽²⁾		2,015	D	$44.56	236,603.905	D
Common Shares	10/11/2011		S⁽²⁾		100	D	$44.5657	236,503.905	D
Common Shares	10/11/2011		S⁽²⁾		3,200	D	$44.57	233,303.905	D
Common Shares	10/11/2011		S⁽²⁾		1,613	D	$44.58	231,690.905	D
Common Shares	10/11/2011		S⁽²⁾		58	D	$44.585	231,632.905	D
Common Shares	10/11/2011		S⁽²⁾		1,728	D	$44.59	229,904.905	D
Common Shares	10/11/2011		S⁽²⁾		700	D	$44.6	229,204.905	D
Common Shares	10/11/2011		S⁽²⁾		900	D	$44.61	228,304.905	D
Common Shares	10/11/2011		S⁽²⁾		1,447	D	$44.62	226,857.905	D
Common Shares	10/11/2011		S⁽²⁾		554	D	$44.63	226,303.905	D
Common Shares	10/11/2011		S⁽²⁾		912	D	$44.64	225,391.905	D
Common Shares	10/11/2011		S⁽²⁾		1,278	D	$44.65	224,113.905	D
Common Shares	10/11/2011		S⁽²⁾		1,423	D	$44.66	222,690.905	D
Common Shares	10/11/2011		S⁽²⁾		2,116	D	$44.67	220,574.905	D
Common Shares	10/11/2011		S⁽²⁾		3,034	D	$44.68	217,540.905	D
Common Shares								32,038.28	I	By 401(K) Plan
Common Shares								2,779,554	I	HPLP⁽³⁾
Common Shares								4,488.2311	I	By DSPP

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$16.8	10/11/2011		M			148,715	10/23/2004	10/21/2011	Common Shares	148,715	$0	0	D
Restricted Stock Units	⁽¹⁾	10/11/2011		M			63,700	10/11/2011⁽¹⁾	10/11/2011⁽¹⁾	Common Shares	63,700	⁽¹⁾	0	D

Explanation of Responses:

1. The restricted stock units were granted, together with an equal number of related cash dividend equivalents, under The Scotts Miracle-Gro Company Amended and Restated 2006 Long-Term Incentive Plan (the "2006 Plan"), and subject to the terms and conditions of an individual award agreement. Each whole restricted stock unit represents a contingent right to receive one common share of the Issuer ("Common Share"). The restricted stock units vested on October 8, 2011.

2. The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 18, 2011.

3. 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, 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.

Remarks:

Form 1 of 3

	Kathy L. Uttley as attorney-in-fact for James Hagedorn	10/13/2011
	** 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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