SEC Form 4 · accession 0001182489-16-001315
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
Nov 30, 2016
Accepted (ET)
Dec 13, 2016 · 2:44 pm EST
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 | Nov 30, 2016 | J | 24 | $82.14 | A | 7,750 | D | |
| Common Shares | Dec 9, 2016 | J | 29 | $96.1605 | A | 7,779 | D | |
| Common SharesF1 | Dec 11, 2016 | M | 30,131 | — | A | 37,910 | D | |
| Common Shares | Dec 12, 2016 | F | 14,147 | $96.00 | D | 23,763 | D | |
| Common Shares | holding | — | — | — | 42,289 | I | By 401(K) Plan | |
| Common SharesF2 | holding | — | — | — | 1,880,791 | I | HPLP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F3 | — | Dec 11, 2016 | M | 30,131 | D | — | — | Common Shares | 30,131 | 0 | D |
| Phantom StockF4,F5 | — | Dec 9, 2016 | A | 394 | A | — | — | Common Shares | 394 | 77,765 | D |
Explanation of responses
- F1Restricted stock units convert into common shares of the Issuer ("Common Shares") on a one-for-one basis.
- F2Pursuant 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, 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.
- F3On December 11, 2013, the reporting person was granted 30,131 restricted stock units, vesting on December 11, 2016.
- F4Each share of phantom stock represents the right to receive one Common Share or the cash value thereof.
- F5Shares 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.