SEC Form 4 · accession 0001182489-15-000678

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

Jul 31, 2015

Accepted (ET)

Aug 12, 2015 · 3:13 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000825542

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Shares	Jul 31, 2015	J	37	$54.35	A	7,075	D
Common Shares	Aug 10, 2015	M	22,700	$33.99	A	29,775	D
Common Shares^F1	Aug 10, 2015	S	22,700	$66.112	D	7,075	D
Common Shares	Aug 11, 2015	M	44,744	$33.99	A	51,819	D
Common Shares^F2	Aug 11, 2015	S	40,844	$65.5486	D	10,975	D
Common Shares^F3	Aug 11, 2015	S	3,900	$66.1823	D	7,075	D
Common Shares	holding	—	—		—	40,291	I	By 401(K) Plan
Common Shares^F4	holding	—	—		—	1,880,789	I	HPLP

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)	$33.99	Aug 10, 2015	M	22,700	D	Oct 12, 2008	Oct 12, 2015	Common Shares	22,700	168,867	D
Stock Option (right to buy)	$33.99	Aug 11, 2015	M	44,744	D	Oct 12, 2008	Oct 12, 2015	Common Shares	44,744	124,123	D

F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.01 to $66.39, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (1), (2) and (3) to this Form 4.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.08 to $65.99, inclusive.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.01 to $66.30, inclusive.
F4Pursuant 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.