SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Coleman Thomas Randal

(Last)

(First)

(Middle)

C/O THE SCOTTS MIRACLE-GRO COMPANY

14111 SCOTTSLAWN ROAD

(Street)

MARYSVILLE

43041

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2013

3. Issuer Name and Ticker or Trading Symbol
SCOTTS MIRACLE-GRO CO [ SMG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim Principal Fin Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	3,120	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	10/08/2011	10/05/2018	Common Shares	15,500	$21.65	D
Stock Option (right to buy)	01/20/2013	01/17/2020	Common Shares	9,500	$41.62	D
Stock Option (right to buy)	01/21/2014	01/20/2021	Common Shares	7,700	$51.73	D
Stock Option (right to buy)	01/20/2015	01/19/2022	Common Shares	11,155	$47.66	D
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Shares	1,500	⁽⁴⁾	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Shares	2,568	⁽⁴⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Shares	8,323	⁽⁴⁾	D

Explanation of Responses:

1. The restricted stock units are scheduled to vest on January 21, 2014. Subject to the terms of The Scotts Miracle-Gro Company Long-Term Incentive Plan (formerly known as The Scotts Miracle-Gro Company Amended and Restated 2006 Long-Term Incentive Plan) (the "LTIP"), vested restricted stock units will be settled in common shares of the Issuer ("Common Shares") as soon as administratively practicable, but no later than 90 days, following vesting.

2. The restricted stock units are scheduled to vest on January 20, 2015. Subject to the terms of the LTIP, vested restricted stock units will be settled in Common Shares as soon as administratively practicable, but no later than 90 days, following vesting.

3. The restricted stock units are scheduled to vest on January 18, 2016. Subject to the terms of the LTIP, vested restricted stock units will be settled in Common Shares as soon as administratively practicable, but no later than 90 days, following vesting.

4. The restricted stock units were granted, together with an equal number of related dividend equivalents, under the LTIP, 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. Each dividend equivalent represents the right to receive cash in respect of dividends that are declared and paid during the period beginning on the grant date and ending on the settlement date with respect to the Common Shares represented by the related restricted stock unit.

	Kathy L. Uttley as attorney-in-fact for Thomas Randal Coleman	02/15/2013
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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