SCOTTS MIRACLE-GRO (SMG) COO Baxter logs small J-code share restructuring
Rhea-AI Filing Summary
SCOTTS MIRACLE-GRO CO President and COO Nathan Eric Baxter, who may be deemed a more-than-10% beneficial owner, reported an administrative ownership change involving the company’s common shares. The Form 4 shows an “other” transaction (code J) on Common Shares covering 97.962 shares at $51.04 per share, which is characterized as an “other acquisition or disposition” rather than a market buy or sell.
After this change, Baxter directly holds 61,014.8438 common shares. He is also treated, solely for 10% ownership testing purposes, as having an indirect interest in 36,993 common shares held by Hagedorn Partnership, L.P., a family limited partnership where he is a general partner. The filing frames this as a proportionate family and partnership interest, indicating a routine restructuring of how shares are held rather than a directional trade.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 97.962 shares
Net Buy
2 txns
Insider
Baxter Nathan Eric
Role
President and COO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Shares | 97.962 | $51.04 | $5K |
| holding | Common Shares | -- | -- | -- |
Holdings After Transaction:
Common Shares — 61,014.8438 shares (Direct);
Common Shares — 36,993 shares (Indirect, HPLP)
Footnotes (1)
- F1. Pursuant to Exchange Act Rule 16a-1(a)(1), the reporting person may be deemed, solely for purposes of determining whether he is a beneficial owner of more than 10% of the common shares of the Issuer ("Common Shares"), to be the beneficial owner of the securities of the Issuer that are held by Hagedorn Partnership, L.P., a Delaware limited partnership in which the reporting person is a general partner (the "Partnership"). Represents the aggregate proportionate interest of the reporting person and those family members in whose holdings he may be deemed to have a pecuniary interest, in Common Shares held by the Partnership.
Key Figures
J-code shares affected: 97.962 shares
Implied transaction price: $51.04 per share
Direct holdings after transaction: 61,014.8438 shares
+2 more
5 metrics
J-code shares affected
97.962 shares
Other acquisition or disposition of Common Shares
Implied transaction price
$51.04 per share
Price for the 97.962 J-code Common Shares
Direct holdings after transaction
61,014.8438 shares
Common Shares held directly following Form 4 event
Indirect partnership interest
36,993 shares
Proportionate interest via Hagedorn Partnership, L.P.
Restructuring shares total
97.962 shares
Shares classified as restructuring in transactionSummary
Key Terms
Exchange Act Rule 16a-1(a)(1), beneficial owner, pecuniary interest, limited partnership, +1 more
5 terms
Exchange Act Rule 16a-1(a)(1) regulatory
"Pursuant to Exchange Act Rule 16a-1(a)(1), the reporting person may be deemed..."
beneficial owner financial
"may be deemed, solely for purposes of determining whether he is a beneficial owner of more than 10%..."
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
pecuniary interest financial
"those family members in whose holdings he may be deemed to have a pecuniary interest..."
limited partnership financial
"Hagedorn Partnership, L.P., a Delaware limited partnership in which the reporting person is a general partner..."
A limited partnership is a legal business structure with two types of partners: at least one general partner who runs the business and bears full legal responsibility, and one or more limited partners who contribute money, share profits, and have liability capped at their investment. For investors, it matters because it separates control from financial exposure — like putting money into a store without managing it — and affects how returns, risks, taxes and transferability of ownership are handled.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did SCOTTS MIRACLE-GRO (SMG) executive Nathan Eric Baxter report on this Form 4?
Nathan Eric Baxter reported an “other” transaction in SCOTTS MIRACLE-GRO common shares, involving 97.962 shares coded J at $51.04 per share. This is categorized as an administrative ownership change rather than a traditional open-market purchase or sale.
What does the J transaction code mean in the SCOTTS MIRACLE-GRO (SMG) Form 4?
The J transaction code in this Form 4 is described as an “other acquisition or disposition” of SCOTTS MIRACLE-GRO common shares. It typically reflects a non-market event such as an internal transfer or restructuring, not a straightforward buy or sell in the open market.
Why is Nathan Eric Baxter considered a more-than-10% owner of SCOTTS MIRACLE-GRO (SMG)?
Nathan Eric Baxter may be deemed a more-than-10% beneficial owner because his proportionate interest in shares held by Hagedorn Partnership, L.P., combined with his own holdings, counts for 10% calculations under Exchange Act Rule 16a-1(a)(1), specifically for determining beneficial ownership thresholds.