SEC Form 4

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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* LAZARUS INVESTMENT PARTNERS LLLP (Last) (First) (Middle) 3200 CHERRY CREEK SOUTH DRIVE SUITE 670 (Street) DENVER CO 80209 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AeroGrow International, Inc. [ AERO.OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/03/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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
Common Stock	04/11/2012		J(1)		9,555,556	A	(1)	9,555,556	D
Common Stock	04/11/2012		J(1)		45,386,016	A	(5)	54,941,572	D

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 Securities Underlying Derivative Security (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: 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
Convertible Note	$0.1	11/03/2010		J(3)		$32,959		11/03/2010	05/06/2013	Common Stock	329,592	$32,959	$32,959	D
Convertible Note	$0.1	02/01/2011		J(3)		$20,475.14		02/01/2011	05/06/2013	Common Stock	204,751	$20,475.14	$20,475.14	D
Convertible Note	$0.18	10/03/2011		J(4)			$200,000	11/05/2010	07/28/2011	Common Stock	1,111,112	$200,000	0	D
Series A Preferred Stock	$0.2	04/11/2012		J(1)			860	06/30/2009	(2)	Common Stock	4,300,000	(1)	0	D
Series A Preferred Warrants	$1,250	04/11/2012		J(1)			430	06/30/2009	06/30/2014	Series A Preferred Stock	2,150,000	(1)	0	D
Common Stock Warrants	$0.07	04/11/2012		J(1)		7,166,667		04/11/2012	04/11/2017	Common Stock	7,166,667	(1)	7,166,667	D
Convertible Note	$0.1	04/11/2012		J(5)			$32,959	11/03/2010	05/06/2013	Common Stock	329,592	(5)	0	D
Convertible Note	$0.1	04/11/2012		J(5)			$20,475.14	02/01/2011	05/06/2013	Common Stock	204,751	(5)	0	D
Convertible Note	$0.1	04/11/2012		J(5)			$482,452.05	05/06/2010	05/06/2013	Common Stock	4,824,521	(5)	0	D
Convertible Note	$0.1	04/11/2012		J(5)			$500,000	06/24/2010	05/06/2013	Common Stock	5,000,000	(5)	0	D

1. Name and Address of Reporting Person* LAZARUS INVESTMENT PARTNERS LLLP (Last) (First) (Middle) 3200 CHERRY CREEK SOUTH DRIVE SUITE 670 (Street) DENVER CO 80209 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BORUS JUSTIN B (Last) (First) (Middle) 3200 CHERRY CREEK SOUTH DRIVE SUITE 670 (Street) DENVER CO 80209 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lazarus Management Co LLC (Last) (First) (Middle) 3200 CHERRY CREEK SOUTH DRIVE SUITE 670 (Street) DENVER CO 80209 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These transactions were part of a reclassification pursuant to which the issuer exchanged all of its outstanding shares of Series A Preferred Stock for Common Stock and its Series A Warrants became Warrants to purchase shares of Common Stock with the Series A Warrants held by reporting persons becoming exercisable for 4,777,778 shares of Common Stock. In addition, as part of the reclassification there was a 50% Common Warrant dividend that gave reporting persons a Common Warrant to purchase 2,388,889 shares of Common Stock.

2. Series A can be converted at any time.

3. Received as interest payment on other outstanding convertible notes.

4. Payment in full for cash.

5. All outstanding convertible notes were exchanged for Common Stock with reporting person receiving a total of 45,386,016 shares of Common Stock in exchange for cancellation of $1,035,886.42 in principal and $98,763.96 in accrued interest.

Remarks:

The reported securities are owned directly by Lazarus Investment Partners LLLP, and indirectly by Lazarus Management Company LLC, as investment adviser and general partner of Lazarus Investment Partners LLLP, and Justin B. Borus, as managing member of Lazarus Management Company LLC. Lazarus Management Company LLC and Justin B. Borus disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

	/s/ Justin Borus, individually, and as managing member of Lazarus Management Company LLC for itself and as general partner of Lazarus Investment Partners LLLP	04/23/2012
	** Signature of Reporting Person	Date
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