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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, 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SMG Growing Media, Inc. 14111 SCOTTSLAWN ROAD MARYSVILLE, OH 43041 |
X | |||
SCOTTS MIRACLE-GRO CO 14111 SCOTTSLAWN ROAD MARYSVILLE, OH 43041 |
X |
Kathy L. Uttley as attorney-in-fact for SMG Growing Media, Inc. | 08/07/2014 | |
**Signature of Reporting Person | Date | |
Kathy L. Uttley as attorney-in-fact for The Scotts Miracle-Gro Company | 08/07/2014 | |
**Signature of Reporting Person | Date |
* | 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) | SMG Growing Media, Inc. ("SMG") received 199,148 shares of the Issuer's common stock as a payment-in-kind dividend on 2,649,007 shares of the Issuer's Series B Convertible Preferred Stock ("Preferred Stock") owned at the time of the dividend payment date. SMG is the sole owner of all of the outstanding shares of Preferred Stock. |
(2) | SMG received 123,907 shares of the Issuer's common stock as a payment-in-kind royalty under a Technology License Agreement with the Issuer. |
(3) | SMG received 67,037 shares of the Issuer's common stock as a payment-in-kind fee under a Brand License Agreement with the Issuer. |
Remarks: These securities are owned directly by SMG Growing Media, Inc., which is a wholly-owned subsidiary of The Scotts Miracle-Gro Company. The Scotts Miracle-Gro Company is an indirect beneficial owner of the reported securities. Reporting Owner Name/AddressRelationshipsDirector10% OwnershipOfficerOtherThe Scotts Miracle-Gro Company14111 Scottslawn RoadMarysville, OH 43041XSMG Growing Media, Inc.14111 Scottslawn RoadMarysville, OH 43041X |