Edgar Filing: SCOTTS MIRACLE-GRO CO

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HAGEDORN KATHERINE LITTLEFIELD

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O THE SCOTTS MIRACLE-GRO COMPANY, 14111 SCOTTSLAWN ROAD

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2007

(Street)

MARYSVILLE, OH 43041

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 16.69 ⁽¹⁾

03/01/2007⁽¹⁾

J⁽¹⁾

2,086 ⁽²⁾

07/19/2001

01/18/2011

Common Shares

2,086 ⁽²⁾

$ 0

13,086

Stock Option (right to buy)

$ 19.82 ⁽¹⁾

03/01/2007⁽¹⁾

J⁽¹⁾

2,277 ⁽²⁾

07/28/2002

01/27/2012

Common Shares

2,277 ⁽²⁾

$ 0

14,277

Stock Option (right to buy)

$ 21.54 ⁽¹⁾

03/01/2007⁽¹⁾

J⁽¹⁾

2,273 ⁽²⁾

07/31/2003

01/30/2013

Common Shares

2,273 ⁽²⁾

$ 0

14,273

Stock Option (right to buy)

$ 26.53 ⁽¹⁾

03/01/2007⁽¹⁾

J⁽¹⁾

2,274 ⁽²⁾

07/30/2004

01/29/2014

Common Shares

2,274 ⁽²⁾

$ 0

14,274

Stock Option (right to buy)

$ 28.72 ⁽¹⁾

03/01/2007⁽¹⁾

J⁽¹⁾

2,280 ⁽²⁾

01/28/2006

01/27/2015

Common Shares

2,280 ⁽²⁾

$ 0

14,280

Stock Option (right to buy)

$ 41.66 ⁽¹⁾

03/01/2007⁽¹⁾

J⁽¹⁾

2,279 ⁽²⁾

01/27/2007

01/27/2016

Common Shares

2,279 ⁽²⁾

$ 0

14,279

Stock Option (right to buy)

$ 44.69 ⁽¹⁾

03/01/2007⁽¹⁾

J⁽¹⁾

2,300 ⁽²⁾

01/26/2008

01/26/2017

Common Shares

2,300 ⁽²⁾

$ 0

14,300

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HAGEDORN KATHERINE LITTLEFIELD C/O THE SCOTTS MIRACLE-GRO COMPANY 14111 SCOTTSLAWN ROAD MARYSVILLE, OH 43041	X	X

Signatures

Kathy L. Uttley as attorney-in-fact for Katherine Hagedorn Littlefield		03/05/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects adjustment to previously granted stock option awards under the Issuer's equity-based compensation plans approved by the Compensation and Organization Committee on March 1, 2007 in connection with the special dividend of $8.00 per Issuer common share payable on March 5, 2007 to shareholders of record at the close of business on February 26, 2007. The exercise price of the stock options was adjusted to maintain the same ratio of exercise price to fair market value of the underlying common shares (0.25) before and after the adjustment. Fair market value was established by comparing the volume weighted average share price measured on February 21, 2007, the day before the ex-dividend date ($56.88), with that measured on February 22, 2007, the ex-dividend date ($47.82). The number of stock options subject to each award was increased as necessary to ensure the total value of the award was the same before and after the adjustment.
(2)	The number shown includes the number of additional stock options resulting from the adjustment to each of the previously granted stock option awards.

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