SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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*
Baxter Nathan Eric

(Last) (First) (Middle)
C/O HAGEDORN PARTNERSHIP, L.P.
800 PORT WASHINGTON BOULEVARD

(Street)
PORT WASHINGTON NY 11050

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2015
3. Issuer Name and Ticker or Trading Symbol
SCOTTS MIRACLE-GRO CO [ SMG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares 42,504 I See Footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The common shares are directly held by the Hagedorn Partnership, L.P. (the "Partnership"). The Reporting Person is a general partner of the Partnership. The amount of shares reported as beneficially owned represent the aggregate proportionate interest in common shares held by the Partnership of the Reporting Person. The Reporting Person disclaims beneficial ownership of the common shares except to the extent of his pecuniary interest.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Rob McMahon, Attorney-in-Fact 09/13/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
								EXHIBIT 24

			LIMITED POWER OF ATTORNEY FOR
			SECTION 16 REPORTING PURPOSES

		Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Katherine Hagedorn Littlefield and Robert
McMahon, acting individually, as the undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter described on
behalf of and in the name, place and stead of the undersigned to:

		(1)	execute for and on behalf of the undersigned, in the
undersigned's capacity as a beneficial owner of securities of The Scotts
Miracle-Gro Company (the "Company"), Schedules 13D or Schedules 13G (including
amendments thereto and any joint filing agreement pursuant to Rule 13d-1(k)),
Forms 3, 4 and 5 and Form 144, in accordance with Section 13(d) and Section
16(a) of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, as amended from time to time (the "Exchange Act") and
Rule 144 under the Securities Act of 1933, as amended (the "Securities Act");

		(2)	seek or obtain, as the undersigned's representative
and on the undersigned's behalf, information on transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to any attorney-in-fact and further
approves and ratifies any such release of information;

		(3)	do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to prepare, complete and
execute any such Schedule 13D, Schedule 13G, Form 144, Form 3, 4 or 5, and any
amendments thereto, and timely file such Forms with the United States
Securities and Exchange Commission (the "Commission"), the New York Stock
Exchange and any stock exchange or similar authority as considered necessary
or advisable under the Exchange Act or the Securities Act; and

		(4)	take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Limited Power
of Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's sole
discretion.

		The undersigned hereby gives and grants to each such
attorney-in-fact full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein granted.

		The undersigned hereby acknowledges that (a) the foregoing
attorneys-in-fact are serving in such capacity at the request of the
undersigned; (b) this Limited Power of Attorney authorizes, but does not
require, each such attorney-in-fact to act in their discretion on information
provided to such attorney-in-fact without independent verification of such
information; (c) any documents prepared and/or executed by any
attorney-in-fact on behalf of the undersigned pursuant to this Limited Power
of Attorney shall be in such form and shall contain such information and
disclosure as such attorney-in-fact, in his or her sole discretion, deems
necessary or advisable; (d) neither the Company nor any attorney-in-fact
assumes (i) any liability for the undersigned's responsibility to comply with
the requirements of the Exchange Act or the Securities Act, (ii) any liability
of the undersigned for any failure to comply with such requirements, or (iii)
any obligation or liability of the undersigned for profit disgorgement under
Section 16(b) of the Exchange Act; and (e) this Limited Power of Attorney does
not relieve the undersigned from responsibility for compliance with the
undersigned's obligations under the Exchange Act or the Securities Act,
including, without limitation, the reporting requirements under Section 16 of
the Exchange Act.

		This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Schedules 13(d), Schedules
13(g), Forms 3, 4 and 5 or Form 144 with respect to the undersigned's holdings
of, and transactions in, securities issued by the Company, unless earlier
revoked as to any attorney-in-fact by the undersigned in a signed writing
delivered to such attorney-in-fact.

		IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 7th day of September, 2019.


						/s/ Nathan Eric Baxter
						------------------------------
						Nathan Eric Baxter