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 *
Lukemire Michael C
   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)
EVP, North American Operations
(Last)
(First)
(Middle)
C/O THE SCOTTS MIRACLE-GRO COMPANY, 14111 SCOTTSLAWN ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
10/22/2014
(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
Common Shares               16,471 D  
Common Shares               435.143 I By 401(K) Plan

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 36.69 (1) 10/22/2014(1)   J(1)   808 (2)   10/11/2009 10/11/2016 Common Shares 808 (2) $ 0 16,284 D  
Stock Option (right to buy) $ 36.86 (1) 10/22/2014(1)   J(1)   886 (2)   11/07/2010 11/06/2017 Common Shares 886 (2) $ 0 17,886 D  
Stock Option (right to buy) $ 20.59 (1) 10/22/2014(1)   J(1)   1,038 (2)   10/08/2011 10/05/2018 Common Shares 1,038 (2) $ 0 21,038 D  
Stock Option (right to buy) $ 39.58 (1) 10/22/2014(1)   J(1)   663 (2)   01/20/2013 01/17/2020 Common Shares 663 (2) $ 0 13,363 D  
Stock Option (right to buy) $ 49.19 (1) 10/22/2014(1)   J(1)   488 (2)   01/21/2014 01/20/2021 Common Shares 488 (2) $ 0 9,788 D  
Stock Option (right to buy) $ 45.32 (1) 10/22/2014(1)   J(1)   487 (2)   01/20/2015 01/19/2022 Common Shares 487 (2) $ 0 9,813 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Lukemire Michael C
C/O THE SCOTTS MIRACLE-GRO COMPANY
14111 SCOTTSLAWN ROAD
MARYSVILLE, OH 43041		       EVP, North American Operations  

Signatures

 Kathy L. Uttley as attorney-in-fact for Michael C. Lukemire   10/24/2014
**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 approved by the Compensation Committee on 10/22/14 to previously granted stock option awards under the Issuer's equity-based compensation plans in connection with the special dividend of $2.00 per Issuer Common Share payable on 9/17/14 to shareholders of record at the close of business on 9/3/14. The exercise price of the stock options that remained outstanding as of 10/22/14 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 8/28/14, the day before the ex-dividend date ($60.5792), with that measured on 8/29/14, the ex-dividend date ($57.5973). The number of stock options subject to each award was increased as necessary to ensure the total intrinsic value of the award was the same immediately before and immediately 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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