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| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
AeroGrow International, Inc.
[AERO] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)| X | Director | | 10% Owner | | Officer (give title below) | | Other (specify below) | |
| 3. Date of Earliest Transaction (Month/Day/Year)
10/10/2008 | 4. 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 |
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| 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 |
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 | |
Stock options
| $
1.75
| 10/10/2008 | | A | |
4,000
| | 10/31/2008 | 10/10/2013 |
Common stock
|
4,000
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$
0
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27,000
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D
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| Explanation of Responses: | |
| Lissie Stagg, Attorney in Fact | 10/14/2008 | | ** 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 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).
| | 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. |
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS: That the undersigned
director and/or officer of AeroGrow International, Inc.
(the Company), hereby constitutes and appoints Richard A
Kranitz or Lissie Stagg, or any one of them, as his true
and lawful attorney in fact and agent, with full power
of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to
complete and sign any and all Securities and Exchange
Commission Forms 3, 4 and 5 and other documents relating
thereto with respect to the securities of the Company
beneficially owned by the undersigned, any and all
amendments thereto, and to file the same with the
Securities and Exchange Commission, and grants unto said
attorney in fact and substitute or substitutes full
power and authority to do each and every act and thing
requested and necessary to be done in and about the
premises as fully to all intents and purposes as he might
do in person, and hereby ratifies and confirms all things that
said attorney in fact and substitute or substitutes may
lawfully do and seek to be done by virtue hereof. This
Power of Attorney shall be valid until such time as it is
revoked by the undersigned in writing.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand on 2 July 2008.
Signature:/s/ Peter A. Michel(Seal)
Print Name:Peter A. Michel
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