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 *
Johnson Stephen L
   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)
C/O THE SCOTTS MIRACLE-GRO COMPANY, 14111 SCOTTSLAWN ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
01/29/2016
(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 01/29/2016   A   2,476 A $ 0 12,917 D  
Common Shares 01/29/2016   A   92 A $ 68.68 (1) 13,009 D  
Common Shares 01/31/2016   M   1,173 A (2) 14,182 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Deferred Stock Units (2) 01/31/2016   M     143   (3)   (3) Common Shares 143 $ 0 0 D  
Deferred Stock Units (2) 01/31/2016   M     127   (4)   (4) Common Shares 127 $ 0 0 D  
Deferred Stock Units (2) 01/31/2016   M     141   (5)   (5) Common Shares 141 $ 0 0 D  
Deferred Stock Units (2) 01/31/2016   M     162   (6)   (6) Common Shares 162 $ 0 0 D  
Deferred Stock Units (2) 01/31/2016   M     153   (7)   (7) Common Shares 153 $ 0 0 D  
Deferred Stock Units (2) 01/31/2016   M     159   (8)   (8) Common Shares 159 $ 0 0 D  
Deferred Stock Units (2) 01/31/2016   M     141   (9)   (9) Common Shares 141 $ 0 0 D  
Deferred Stock Units (2) 01/31/2016   M     123   (10)   (10) Common Shares 123 $ 0 0 D  
Dividend Equivalent Rights (2) 01/31/2016   M     24   (3)(4)(5)(6)(7)(8)(9)(10)   (3)(4)(5)(6)(7)(8)(9)(10) Common Shares 24 $ 0 161 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Johnson Stephen L
C/O THE SCOTTS MIRACLE-GRO COMPANY
14111 SCOTTSLAWN ROAD
MARYSVILLE, OH 43041		   X      

Signatures

 Kathy L. Uttley as attorney-in-fact for Stephen L. Johnson   02/02/2016
**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) The Deferred Stock Units was issued to the reporting person in lieu of retainer in the amount of $6,250.
(2) Deferred stock units convert into common shares of the Issuer on a one-for-one basis.
(3) On January 21, 2011, the reporting person was granted 146 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.
(4) On April 1, 2011, the reporting person was granted 130 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.
(5) On July 1, 2011, the reporting person was granted 144 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.
(6) On October 3, 2011, the reporting person was granted 165 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.
(7) On January 18, 2013, the reporting person was granted 156 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.
(8) On April 1, 2013, the reporting person was granted 162 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.
(9) On July 1, 2013, the reporting person was granted 144 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.
(10) On October 1, 2013, the reporting person was granted 126 deferred stock units, with accruing dividend equivalent rights, vesting on January 31, 2016.

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