0001182489-14-001050.txt : 20141024
0001182489-14-001050.hdr.sgml : 20141024
20141024164417
ACCESSION NUMBER: 0001182489-14-001050
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20141022
FILED AS OF DATE: 20141024
DATE AS OF CHANGE: 20141024
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SCOTTS MIRACLE-GRO CO
CENTRAL INDEX KEY: 0000825542
STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870]
IRS NUMBER: 311414921
STATE OF INCORPORATION: OH
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 14111 SCOTTSLAWN ROAD
CITY: MARYSVILLE
STATE: OH
ZIP: 43041
BUSINESS PHONE: 9376440011
MAIL ADDRESS:
STREET 1: 14111 SCOTTSLAWN ROAD
STREET 2: N/A
CITY: MARYSVILLE
STATE: OH
ZIP: 43041
FORMER COMPANY:
FORMER CONFORMED NAME: SCOTTS COMPANY
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: CDS HOLDING CORP
DATE OF NAME CHANGE: 19900104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Coleman Thomas Randal
CENTRAL INDEX KEY: 0001569711
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11593
FILM NUMBER: 141172870
MAIL ADDRESS:
STREET 1: 14111 SCOTTSLAWN ROAD
CITY: MARYSVILLE
STATE: OH
ZIP: 43041
4
1
edgar.xml
FORM 4 -
X0306
4
2014-10-22
0
0000825542
SCOTTS MIRACLE-GRO CO
SMG
0001569711
Coleman Thomas Randal
C/O THE SCOTTS MIRACLE-GRO COMPANY
14111 SCOTTSLAWN ROAD
MARYSVILLE
OH
43041
0
1
0
0
EVP and CFO
Stock Option (right to buy)
49.19
2014-10-22
4
J
0
404
0
A
2014-01-21
2021-01-20
Common Shares
404
8104
D
Stock Option (right to buy)
45.32
2014-10-22
4
J
0
583
0
A
2015-01-20
2022-01-19
Common Shares
583
11738
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 Thomas Randal Coleman
2014-10-24
EX-24
2
colemanr.txt
POWER OF ATTORNEY
The undersigned officer and/or director of The Scotts Miracle-Gro Company
(the "Company"), hereby constitutes and appoints each of Tara Charnes
and Kathy L. Uttley, signing singly, the undersigned's true and
lawful attorney-in-fact and agent to:
1) execute for, in the name of and on behalf of the undersigned Forms 3, 4 and
5 with respect to the securities of the Company beneficially owned by the
undersigned in accordance with Section 16(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and the rules and regulations
thereunder and Form 144 with respect to the securities of the Company
beneficially owned by the undersigned in accordance with Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act");
2) do and perform any and all acts for, in the name of and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4 or 5 or such Form 144, complete and execute any amendment or
amendments thereto, and timely file any such form (and any such amendment or
amendments) with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and
3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform each and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with
full power of substitution and resubstitution, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power
of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the above-named attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the 1934 Act and/or Rule 144 under the Securities Act.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 or Form 144
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the above-named attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 8th day of February, 2013.
/s/ Thomas Randal Coleman
Signature
Thomas Randal Coleman
Print Name