Sec Form 4 Filing - SANDERS BARRY W @ SCOTTS MIRACLE-GRO CO - 2012-11-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SANDERS BARRY W
2. Issuer Name and Ticker or Trading Symbol
SCOTTS MIRACLE-GRO CO [ SMG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and COO
(Last) (First) (Middle)
C/O THE SCOTTS MIRACLE-GRO COMPANY, 14111 SCOTTSLAWN ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/05/2012
(Street)
MARYSVILLE, OH43041
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 11/05/2012 S 3,089.8 ( 1 ) D $ 43.271 26,255.872 ( 2 ) D
Common Shares 11/07/2012 S( 3 ) 100 D $ 43.395 26,155.872 D
Common Shares 11/07/2012 S( 3 ) 200 D $ 43.376 25,955.872 D
Common Shares 11/07/2012 S( 3 ) 1,000 D $ 43.3644 24,955.872 D
Common Shares 11/07/2012 S( 3 ) 200 D $ 43.361 24,755.872 D
Common Shares 11/07/2012 S( 3 ) 400 D $ 43.36 24,355.872 D
Common Shares 11/07/2012 S( 3 ) 100 D $ 43.355 24,255 .872 D
Common Shares 11/07/2012 S( 3 ) 500 D $ 43.35 23,755.872 D
Common Shares 11/07/2012 S( 3 ) 200 D $ 43.34 23,555.872 D
Common Shares 11/07/2012 S( 3 ) 100 D $ 43.31 23,455.872 D
Common Shares 11/07/2012 S( 3 ) 100 D $ 43.305 23,355.872 D
Common Shares 11/07/2012 S( 3 ) 100 D $ 43.3 23,255.872 D
Common Shares 11/07/2012 S( 3 ) 3,624 D $ 43.29 19,631.872 D
Common Shares 461.8101 I By DSPP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SANDERS BARRY W
C/O THE SCOTTS MIRACLE-GRO COMPANY
14111 SCOTTSLAWN ROAD
MARYSVILLE, OH43041
President and COO
Signatures
Kathy L. Uttley as attorney-in-fact for Barry W. Sanders 11/07/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects common shares of the Issuer ("Common Shares") sold by the recordkeeper of The Scotts Company LLC Executive Retirement Plan (the "ERP") to satisfy tax withholding liability of the reporting person in connection with the distribution of 9,713.80 Common Shares previously credited to the benchmark Company stock fund within the reporting person's bookkeeping account under the ERP as a result of the reporting person's election to treat the retention award entered into on November 4, 2008 as invested in the benchmark Company stock fund.
( 2 )Includes 19,631.872 Common Shares credited to the benchmark Company stock fund within the reporting person's bookkeeping account under the ERP due to (1) the reporting person's election to treat the retention award granted to the reporting person on November 4, 2008 as invested in the benchmark Company stock fund, and (2) crediting of amounts calculated as if invested in the Company stock fund as a result of dividends paid with respect to Common Shares.
( 3 )The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 22, 2012.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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