SEC Form 4 · accession 0001182489-16-001109
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
May 2, 2016
Accepted (ET)
May 31, 2016 · 12:01 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 | May 2, 2016 | J | 31 | $65.16 | A | 52,112 | D | |
| Common Shares | holding | — | — | — | 40,596 | I | By 401(K) Plan | |
| Common SharesF1 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF2,F3 | — | May 26, 2016 | A | 1,298 | A | — | — | Common Shares | 1,298 | 69,706 | D |
Explanation of responses
- 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/her phantom stock account into an alternative investment account at any time.