SEC FORM 4

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

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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^*

walker jack jonas

(Last)

(First)

(Middle)

2105 11TH STREET

(Street)

BOULDER

80302

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/11/2012

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽²⁾	04/11/2012		M		34,166,667	A	$0.09	34,314,953	D
Common Stock⁽¹⁾	04/11/2012		M		25,709,174	A	$0.025	60,024,127	D
Common Stock⁽²⁾	04/11/2012		M		5,277,778	A	$0.09	5,277,778	I	Owned by Trust⁽⁶⁾
Common Stock⁽²⁾	04/11/2012		M		1,111,112	A	$0.09	1,187,234	I	Held by Company⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Note	$0.025	04/11/2012		M			$642,729.33	⁽³⁾	05/06/2013	Common Stock	25,709,174	⁽¹⁾	0	D
Series A Preferred Stock	$0.09	04/11/2012		M			3,075	06/30/2009	⁽⁴⁾	Common Stock	34,166,667	⁽²⁾	0	D
Common Stock Warrants	$0.07	04/11/2012		A		17,283,333		04/11/2012	04/11/2017	Common Stock	17,283,333	⁽⁵⁾	24,426,086	D
Series A. Preferred Warrant	$1,250	04/11/2012		D			1,037	06/30/2009	06/30/2014	Series A Preferred	1,037	⁽⁵⁾	0	D
Series A Preferred Stock	$0.09	04/11/2012		M			475	06/30/2009	⁽⁴⁾	Common Stock	5,277,778	⁽²⁾	0	I	Owned by Trust⁽⁶⁾
Series A Preferred Stock	$0.09	04/11/2012		M			100	06/30/2009	⁽⁴⁾	Common Stock	1,111,112	⁽²⁾	0	I	Owned by Company⁽⁷⁾
Series A Preferred Warrants	$1,250	04/11/2012		D			237	06/30/2009	06/30/2014	Series A Preferred Stock	237	⁽⁵⁾	0	I	Owned by Trust⁽⁶⁾
Series A Preferred Warrants	$1,250	04/11/2012		D			50	06/30/2009	06/30/2014	Series A Preferred	50	⁽⁵⁾	0	I	Owned by Company⁽⁷⁾

Explanation of Responses:

1. As part of a restructuring of the Issuers capital accounts, Mr. Walker converted Convertible Notes, comprising $586,783.90 in principal and $55,945.42 in accrued interest outstanding, into Common Stock of the Issuer. As part of the restructuring, the conversion price was reduced from the original $0.10 per share of Common Stock to $0.025 per share of Common Stock for all holders of the Convertible Notes, including the Reporting Person. Pursuant to Rule 16b-3(d), the restructuring and the conversion were approved by the Issuers Board of Directors.

2. As part of a restructuring of the Issuers capital accounts, Mr. Walker converted Series A Preferred Stock into Common Stock of the Issuer. As part of the restructuring, the conversion price was reduced from $0.18 per share of Common Stock to $0.09 per share of Common Stock for all holders of the Series A Preferred Stock, including the Reporting Person. Pursuant to Rule 16b-3(d), the restructuring and the conversion were approved by the Issuers Board of Directors.

3. Various. The Date Exercisable of the Convertible Notes ranged from 05/06/2010 to 01/31/2011.

4. The Series A Preferred Stock had no expiration date.

5. As part of a restructuring of the Issuers capital accounts, the Issuer issued Common Stock Warrants in exchange for all outstanding Series A Preferred Warrants, including those held by the Reporting Person. Pursuant to Rule 16b-3(d), the restructuring and the warrant exchange were approved by the Issuers Board of Directors.

6. Held by the M & J Walker Charitable Remainder Trust, of which Mr. Walker is a controlling person.

7. Held by March Trade & Finance, Inc., which is wholly owned by the Jack J. Walker Irrevocable Trust, of which Mr. Walker is a controlling person. Mr. Walker is not the beneficiary of the trust and the trust is not a grantor trust.

	Kimberly Westmoreland, Attorney in Fact	04/13/2012
	** 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 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).
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