Sec Form 3 Filing - SEVERANCE H LEIGH @ AeroGrow International, Inc. - 2009-06-30

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
SEVERANCE H LEIGH
2. Issuer Name and Ticker or Trading Symbol
AeroGrow International, Inc. [ AERO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
14282 E. CALEY AVE.
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2009
(Street)
AURORA, CO80016
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 Stock 58,334 D
Common Stock 57,709 I Owned by trust ( 2 )
Common Stock 3,335 I Owned by trust ( 3 )
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
Series A Preferred Stock $ 0.2 06/30/2009 ( 1 ) Common Stock 530,000 D
Series A Preferred Stock $ 0.2 06/30/2009 ( 1 ) Common Stock 530,000 I Owned by trust ( 2 )
Series A Preferred Stock $ 0.2 06/30/2009 ( 1 ) Common Stock 25,000 I Owned by trust ( 3 )
Series A Preferred Warrants $ 1,250 06/30/2009 06/30/2014 Series A Preferred Stock ( 4 ) 53 D
Series A Preferred Warrants $ 1,250 06/30/2009 06/30/2014 Series A Preferred Stock ( 4 ) 53 I Owned by trust ( 2 )
Series A Preferred Warrants $ 1,250 06/30/2009 06/30/2014 Series A Preferred Stock ( 5 ) 2 I Owned by trust ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SEVERANCE H LEIGH
14282 E. CALEY AVE.
AURORA, CO80016
X
Signatures
/s/ H. Leigh Severance 07/10/2009
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A Preferred Stock does not have an expiration date.
( 2 )Owned by the H.L. Severance, Inc. Profit Sharing Plan and Trust of which the Reporting Person is a controlling person.
( 3 )Owned by the H.L. Severance, Inc. Pension Plan and Trust of which the Reporting Person is a controlling person.
( 4 )The 53 shares of Series A Preferred Stock are convertible into 265,000 shares of Common Stock of the Issuer.
( 5 )The 2 shares of Series A Preferred Stock are convertible into 10,000 shares of Common Stock of the Issuer.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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