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^*

Peierls Brian E

(Last)

(First)

(Middle)

7808 HARVESTMAN COVE

(Street)

AUSTIN

78731

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/11/2012

3. Issuer Name and Ticker or Trading Symbol
AeroGrow International, Inc. [ AERO.PK ]

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 Stock	5,515,313	D
Common Stock	36,768,754	I	By The Peierls Foundation, Inc.
Common Stock	3,217,266	I	By the UD Ethel F. Peierls Charitable Lead Trust
Common Stock	827,297	I	By The Peierls By-Pass Trust

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Warrants (right to buy)	⁽⁴⁾	05/06/2015	Common Stock	120,000	$0.07	D
Warrants (right to buy)	⁽⁴⁾	05/06/2015	Common Stock	8,000,000⁽¹⁾	$0.07	I	By The Peierls Foundation, Inc.
Warrants (right to buy)	⁽⁴⁾	05/06/2015	Common Stock	700,000⁽²⁾	$0.07	I	By the UD Ethel F. Peierls Charitable Lead Trust
Warrants (right to buy)	⁽⁴⁾	05/06/2015	Common Stock	180,000⁽³⁾	$0.07	I	By The Peierls By-Pass Trust

Explanation of Responses:

1. Mr. Peierls is Vice President and a Director of The Peierls Foundation, Inc. ("Foundation") and may be deemed to indirectly own the securities owned by the Foundation.

2. Mr. Peierls is a Co-Trustee of the U.D. Ethel F. Peierls Charitable Lead Trust (the "Trust") and may be deemed to indirectly own the securities owned by the Trust.

3. Mr. Peierls is a Trustee of The Peierls By-Pass Trust.

4. The Warrants are exercisable immediately.

	/s/ Brian E. Peierls	04/23/2012
	** 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.
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