Robert Hagedorn Form 4 SCOTTS MIRACLE-GRO / KATHERINE LITTLEFIELD HAGEDORN ownership change

SEC Form 4

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 Partnership, L.P.

(Last) (First) (Middle)

800 PORT WASHINGTON BOULEVARD

(Street)

PORT WASHINGTON NY 11050

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

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2022

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	11/23/2022		S		57,886	D	$56.26(1)	14,311,997	I	See footnote(5)
Common Shares	11/23/2022		S		1,029	D	$56.67(2)	14,310,968	I	See footnote(5)
Common Shares	11/25/2022		S		21,379	D	$55.3(3)	14,289,589	I	See footnote(5)
Common Shares	11/25/2022		S		17,366	D	$55.64(4)	14,272,223	I	See footnote(5)

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

1. Name and Address of Reporting Person^*

Hagedorn Partnership, L.P.

(Last) (First) (Middle)

800 PORT WASHINGTON BOULEVARD

(Street)

PORT WASHINGTON NY 11050

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HAGEDORN JAMES

(Last) (First) (Middle)

C/O HAGEDORN PARTNERSHIP, L.P.

800 PORT WASHINGTON BOULEVARD

(Street)

PORT WASHINGTON NY 11050

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HAGEDORN KATHERINE LITTLEFIELD

(Last) (First) (Middle)

C/O HAGEDORN PARTNERSHIP, L.P.

800 PORT WASHINGTON BOULEVARD

(Street)

PORT WASHINGTON NY 11050

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HAGEDORN PETER

(Last) (First) (Middle)

C/O HAGEDORN PARTNERSHIP, L.P.

800 PORT WASHINGTON BOULEVARD

(Street)

PORT WASHINGTON NY 11050

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HAGEDORN ROBERT

(Last) (First) (Middle)

C/O HAGEDORN PARTNERSHIP, L.P.

800 PORT WASHINGTON BOULEVARD

(Street)

PORT WASHINGTON NY 11050

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HAGEDORN SUSAN

(Last) (First) (Middle)

C/O HAGEDORN PARTNERSHIP, L.P.

800 PORT WASHINGTON BOULEVARD

(Street)

PORT WASHINGTON NY 11050

(City) (State) (Zip)

Explanation of Responses:

1. The transaction was executed in multiple trades at prices ranging from $55.64 to $56.63. 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 $56.64 to $56.74. 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 $54.51 to $55.505. 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 $55.51 to $55.88. 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, Peter Hagedorn, Robert Hagedorn, and Susan Hagedorn 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.

	/s/ Rob McMahon - Attorney-in-Fact for Hagedorn Partnership, L.P.	11/28/2022
	/s/ Rob McMahon - Attorney-in-Fact for James Hagedorn	11/28/2022
	/s/ Rob McMahon - Attorney-in-Fact for Katherine Hagedorn Littlefield	11/28/2022
	/s/ Rob McMahon - Attorney-in-Fact for Peter Hagedorn	11/28/2022
	/s/ Rob McMahon - Attorney-in-Fact for Robert Hagedorn	11/28/2022
	/s/ Rob McMahon - Attorney-in-Fact for Susan Hagedorn	11/28/2022
	** Signature of Reporting Person	Date
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