SEC Form 4 · accession 0001443984-19-000009
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
Feb 26, 2019
Accepted (ET)
Feb 28, 2019 · 2:45 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 | Feb 25, 2019 | J | 29 | $68.04 | A | 112,123 | D | |
| Common Shares | holding | — | — | — | 45,254 | I | By 401(K) Plan | |
| Common SharesF1 | holding | — | — | — | 1,814,791 | I | HPLP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF2,F3 | — | Feb 26, 2019 | A | 1,036 | A | — | — | Common Shares | 1,036 | 112,081 | 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 of Issuer 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.