SEC Form 4 · accession 0001182489-16-001010
SCOTTS MIRACLE-GRO CO · SMG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Hagedorn
Officer — Chairman and CEO · Director · 10% Owner
Period of report
Mar 15, 2016
Accepted (ET)
Mar 16, 2016 · 3:57 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 | Mar 15, 2016 | M | 37,216 | $36.69 | A | 89,267 | D | |
| Common SharesF2 | Mar 15, 2016 | S | 37,216 | $73.1378 | D | 52,051 | D | |
| Common Shares | holding | — | — | — | 40,596 | I | By 401(K) Plan | |
| Common SharesF3 | holding | — | — | — | 1,880,789 | I | HPLP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy) | $36.69 | Mar 15, 2016 | M | 37,216 | D | Oct 11, 2009 | Oct 11, 2016 | Common Shares | 37,216 | 124,500 | D |
Explanation of responses
- F1The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 18, 2015.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.84 to $73.81, 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 this footnote 2.
- F3Pursuant 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.