The Scotts Miracle-Gro Company

05/09/2024 | Press release | Distributed by Public on 05/09/2024 16:56

Statement of Changes in Beneficial Ownership - Form 4

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. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person *
Hagedorn Partnership, L.P.
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
800 PORT WASHINGTON BOULEVARD ,
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
PORT WASHINGTON NY 11050
4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hagedorn Partnership, L.P.
800 PORT WASHINGTON BOULEVARD

PORT WASHINGTON, NY11050 		X X
HAGEDORN JAMES
C/O HAGEDORN PARTNERSHIP, L.P.
800 PORT WASHINGTON BOULEVARD
PORT WASHINGTON, NY11050 		X X Chairman, CEO and President
HAGEDORN KATHERINE LITTLEFIELD
C/O HAGEDORN PARTNERSHIP, L.P.
800 PORT WASHINGTON BOULEVARD
PORT WASHINGTON, NY11050 		X X
HAGEDORN ROBERT
C/O HAGEDORN PARTNERSHIP, L.P.
800 PORT WASHINGTON BOULEVARD
PORT WASHINGTON, NY11050
X
HAGEDORN SUSAN
C/O HAGEDORN PARTNERSHIP, L.P.
800 PORT WASHINGTON BOULEVARD
PORT WASHINGTON, NY11050
X
Baxter Nathan Eric
C/O HAGEDORN PARTNERSHIP, L.P.
800 PORT WASHINGTON BOULEVARD
PORT WASHINGTON, NY11050
X EVP and COO

Signatures

/s/ Rob McMahon - Attorney-in-Fact for Hagedorn Partnership, L.P. 2024-05-09
**Signature of Reporting Person Date
/s/ Rob McMahon - Attorney-in-Fact for James Hagedorn 2024-05-09
**Signature of Reporting Person Date
/s/ Rob McMahon - Attorney-in-Fact for Katherine Hagedorn Littlefield 2024-05-09
**Signature of Reporting Person Date
/s/ Rob McMahon - Attorney-in-Fact for Robert Hagedorn 2024-05-09
**Signature of Reporting Person Date
/s/ Rob McMahon - Attorney-in-Fact for Susan Hagedorn 2024-05-09
**Signature of Reporting Person Date
/s/ Rob McMahon - Attorney-in-Fact for Nathan Baxter 2024-05-09
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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) The transaction was executed in multiple trades at prices ranging from $68.87 to $69.83. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.
(2) The transaction was executed in multiple trades at prices ranging from $69.90 to $70.79. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.
(3) The transaction was executed in multiple trades at prices ranging from $66.44 to $67.4399. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.
(4) The transaction was executed in multiple trades at prices ranging from $67.44 to $67.76. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.
(5) Held directly by the Hagedorn Partnership, L.P. (the "Hagedorn Partnership"). James Hagedorn, Katherine Hagedorn Littlefield, Robert Hagedorn, Susan Hagedorn and Nathan Baxter are the general partners of the Hagedorn Partnership. Each of the Reporting Persons disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein.
(6) Held directly by James Hagedorn.
(7) Held indirectly by a 401(K) plan for James Hagedorn. Mr. Hagedorn is Chairman, Chief Executive Officer and President of the Issuer.
(8) Held directly by Katherine Hagedorn Littlefield.
(9) Held directly by Nathan Baxter. Mr. Baxter is Executive Vice President and Chief Operating Officer of the Issuer.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.