SEC Form 4 · accession 0001182489-16-001012

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 16, 2016

Accepted (ET)

Mar 17, 2016 · 5:00 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 16, 2016	M	96,425	$36.69	A	148,476	D
Common Shares^F2	Mar 16, 2016	S	96,425	$72.8114	D	52,051	D
Common Shares	Mar 17, 2016	M	28,075	$36.69	A	80,126	D
Common Shares^F3	Mar 17, 2016	S	28,075	$73.308	D	52,051	D
Common Shares	holding	—	—		—	40,596	I	By 401(K) Plan
Common Shares^F4	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 16, 2016	M	96,425	D	Oct 11, 2009	Oct 11, 2016	Common Shares	96,425	28,075	D
Stock Option (right to buy)	$36.69	Mar 17, 2016	M	28,075	D	Oct 11, 2009	Oct 11, 2016	Common Shares	28,075	0	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 $72.47 to $73.10, 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.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.57 to $73.56, 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 3.
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.