Form 4 SCOTTS MIRACLE-GRO CO For: May 13 Filed by: HAGEDORN JAMES

May 17, 2022 9:26 AM EDT

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FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
HAGEDORN JAMES

(Last) (First) (Middle)
C/O THE SCOTTS MIRACLE-GRO COMPANY
14111 SCOTTSLAWN ROAD

(Street)
MARYSVILLE OH 43041

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2022
4. If Amendment, Date of 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
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
Common Shares 05/13/2022   S   22,251 D $ 96.8429 (1) 299,565.25 D  
Common Shares 05/13/2022   S   10,138 D $ 97.532 (2) 289,427.25 D  
Common Shares 05/13/2022   S   27,611 D $ 98.5328 (3) 261,816.25 D  
Common Shares               24,331.164 I By 401(K) Plan
Common Shares               1,814,791 I HPLP (4)
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.25 to $97.23, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1).
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.24 to $98.22, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2).
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.30 to $99.23, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3).
4. Pursuant 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.
Kathy L. Uttley as attorney-in-fact for James Hagedorn 05/17/2022
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

    The undersigned officer and/or director of The Scotts Miracle-Gro Company
(the "Company"), hereby constitutes and appoints each of Ivan C. Smith, Bernard
K. Asirifi and Kathy L. Uttley, signing singly, the undersigned's true and
lawful attorney-in-fact and agent to:

1) execute for, in the name of and on behalf of the undersigned Forms 3, 4 and
5 with respect to the securities of the Company beneficially owned by the
undersigned in accordance with Section 16(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and the rules and regulations
thereunder and Form 144 with respect to the securities of the Company
beneficially owned by the undersigned in accordance with Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act");

2) do and perform any and all acts for, in the name of and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4 or 5 or such Form 144, complete and execute any amendment or
amendments thereto, and timely file any such form (and any such amendment or
amendments) with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and

3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform each and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with
full power of substitution and resubstitution, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power
of Attorney and the rights and powers herein granted.  The undersigned
acknowledges that the above-named attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the 1934 Act and/or Rule 144 under the Securities Act.

    This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 or Form 144
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the above-named attorneys-in-fact.  I hereby revoke all
previous Powers of Attorney that have been granted by me in connection with
my reporting obligations under the 1934 Act or the Securities Act with respect
to my holdings of and transactions in securities issued by the Company.

    IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 5th day of May, 2016.

                    /s/ James Hagedorn
                        Signature

                    James Hagedorn
                        Print Name



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