Christopher J. Hagedorn - 26 Oct 2021 Form 4 Insider Report for SCOTTS MIRACLE-GRO CO (SMG)

Role: Division President
Signature: Kathy L. Uttley as attorney-in-fact for Christopher J. Hagedorn
Issuer symbol: SMG
Transactions as of: 26 Oct 2021
Net transactions value: -$3,007,089
Form type: 4
Filing time: 28 Oct 2021, 21:03:13 UTC
Previous filing: 01 Dec 2021
Next filing: 14 Dec 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SMG	Common Shares	Other	$217	+2	+0.02%	$123.02	11,435	24 Sep 2021	Direct
transaction	SMG	Common Shares	Award	$0	+8,841	+77%	$0.000000	20,276	26 Oct 2021	Direct	F1
transaction	SMG	Common Shares	Award	$0	+43,098	+213%	$0.000000	63,374	26 Oct 2021	Direct	F2
transaction	SMG	Common Shares	Tax liability	$3,007,306	-20,105	-32%	$149.58	43,269	26 Oct 2021	Direct

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On February 4, 2019, the Issuer made a grant to the Reporting Person of 5,278 performance units (the "2019 grant"). Under the award agreement, the 2019 grant included an enhanced issuance provision under which the Reporting Person would receive a range of 50% to 250% of the original grant depending on certain pre-determined performance criteria over the entirety of the plan period. On October 26, 2021, the Compensation Committee of the Issuer's Board of Directors determined that the performance measures related to the 2019 grant were satisfied to the extent required to permit for the issuance of shares equal to 167.5% of the original grant.
F2	On November 1, 2018, the Issuer made a grant to the Reporting Person of 43,098 performance units (the "2018 grant"). Under the award agreement, the 2018 grant included an issuance provision under which the Reporting Person would receive 50% or 100% of the original grant depending on certain pre-determined performance criteria achieved in any single year of the plan period. On October 26, 2021, the Compensation Committee of the Issuer's Board of Directors determined that the performance measures related to the 2018 grant were satisfied to the extent required to permit for the issuance of shares equal to 100% of the original grant.

Content

On February 4, 2019, the Issuer made a grant to the Reporting Person of 5,278 performance units (the "2019 grant"). Under the award agreement, the 2019 grant included an enhanced issuance provision under which the Reporting Person would receive a range of 50% to 250% of the original grant depending on certain pre-determined performance criteria over the entirety of the plan period. On October 26, 2021, the Compensation Committee of the Issuer's Board of Directors determined that the performance measures related to the 2019 grant were satisfied to the extent required to permit for the issuance of shares equal to 167.5% of the original grant.

On November 1, 2018, the Issuer made a grant to the Reporting Person of 43,098 performance units (the "2018 grant"). Under the award agreement, the 2018 grant included an issuance provision under which the Reporting Person would receive 50% or 100% of the original grant depending on certain pre-determined performance criteria achieved in any single year of the plan period. On October 26, 2021, the Compensation Committee of the Issuer's Board of Directors determined that the performance measures related to the 2018 grant were satisfied to the extent required to permit for the issuance of shares equal to 100% of the original grant.