Sec Form 4 Filing - HAGEDORN JAMES @ SCOTTS MIRACLE-GRO CO - 2020-09-24

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 HAGEDORN JAMES 2. Issuer Name and Ticker or Trading Symbol SCOTTS MIRACLE-GRO CO [ SMG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) C/O THE SCOTTS MIRACLE-GRO COMPANY, 14111 SCOTTSLAWN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2020 (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

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 Stock Option (right to buy) $ 45.32 09/24/2020 D 120,288 01/20/2015 01/19/2022 Common Shares 120,288 ( 1 ) 0 D Stock Option (right to buy) $ 63.43 09/24/2020 D 134,139 01/30/2018 01/30/2025 Common Shares 134,139 ( 1 ) 0 D Stock Option (right to buy) $ 68.68 09/24/2020 D 134,469 01/29/2019 01/29/2026 Common Shares 134,469 ( 1 ) 0 D Stock Option (right to buy) $ 42.6 09/24/2020 A 127,994 09/24/2020 01/19/2022 Common Shares 127,994 ( 1 ) 127,994 D Stock Option (right to buy) $ 59.62 09/24/2020 A 142,733 09/24/2020 01/30/2025 Common Shares 142,733 ( 1 ) 142,733 D Stock Option (right to buy) $ 64.55 09/24/2020 A 143,079 09/24/2020 01/29/2026 Common Shares 143,079 ( 1 ) 143,079 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HAGEDORN JAMES C/O THE SCOTTS MIRACLE-GRO COMPANY 14111 SCOTTSLAWN ROAD MARYSVILLE, OH43041 X X Chairman and CEO Signatures Kathy L. Uttley as attorney-in-fact for James Hagedorn 09/25/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects adjustment approved by the Board on 9/24/20 to previous stock option awards in connection with the special dividend of $5.00 per Common Share paid on 9/10/20 to shareholders of record on 8/27/20. The exercise price of the options outstanding as of 9/24/20 was adjusted to maintain the same ratio of exercise price to fair market value of the underlying common shares immediately before and immediately after the adjustment. Fair market value was established by comparing the volume weighted average share price measured on 8/25/20, the day before the ex-dividend date ($174.3835), with that measured on 8/26/20, the ex-dividend date ($163.8925, which was adjusted to exclude the impact of the ordinary dividend with the same record date). The number of stock options subject to each award was increased to ensure the total intrinsic value of the award was the same immediately before and immediately after the adjustment.

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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