SEC Form 4 · accession 0001182489-15-000367

SCOTTS MIRACLE-GRO CO · SMG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chairman and CEO · Director · 10% Owner

Period of report

Feb 26, 2015

Accepted (ET)

Mar 2, 2015 · 3:37 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000825542

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Shares	holding	—	—	—	6,591	D
Common Shares	holding	—	—	—	38,795	I	By 401(K) Plan
Common Shares^F1	holding	—	—	—	1,910,789	I	HPLP

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom Stock^F2,F3	—	Feb 26, 2015	A	1,257	A	—	—	Common Shares	1,257	44,268	D

F1Pursuant 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 of the Issuer ("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.
F2Each share of phantom stock represents the right to receive one Common Share or the cash value thereof.
F3Shares of phantom stock are payable in cash following termination of the reporting person's employment with Issuer. The reporting person may transfer his phantom stock account into an alternative investment account at any time.