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)
05/30/2012

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⁽¹⁾	05/30/2012		M		6,000,000	A	$0.01	6,000,000	I	Owned by Spouse
Common Stock⁽¹⁾⁽²⁾	05/30/2012		M		1,708,562	A	$0.01	61,732,689	D
Common Stock⁽¹⁾	05/30/2012		M		5,000,000	A	$0.01	10,277,778	I	Owned by Trust⁽³⁾

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)
Common Stock Warrant	$1	05/30/2012		M			50,000	02/09/2009	02/08/2014	Common Stock	50,000	⁽¹⁾⁽²⁾	0	D
Common Stock Warrant	$0.25	05/30/2012		M			100,000	08/28/2009	08/27/2014	Common Stock	100,000	⁽¹⁾⁽²⁾	0	D
Common Stock Warrant	$0.2	05/30/2012		M			1,528,562	06/24/2010	06/24/2015	Common Stock	1,558,562	⁽¹⁾⁽²⁾	4,064,863	D
Common Stock Warrant	$0.2	05/30/2012		J			1,441,438	06/24/2010	06/24/2015	Common Stock	1,441,438	⁽⁴⁾	2,623,425	D
Common Stock Warrant	$0.2	05/30/2012		J			2,000,000	09/17/2010	09/17/2015	Common Stock	2,000,000	⁽⁵⁾	623,425	D
Common Stock Warrant	$0.2	05/30/2012		J			623,425	05/06/2010	05/06/2015	Common Stock	623,425	⁽⁶⁾	0	D
Common Stock Warrant	$0.07	05/30/2012		J			2,916,666	04/11/2012	04/11/2017	Common Stock	2,916,666	⁽⁷⁾	14,366,667	D
Common Stock Warrant	$0.2	05/30/2012		J		1,441,438		06/24/2010	06/24/2015	Common Stock	1,441,438	⁽⁴⁾	2,774,771	I	Owned by Spouse
Common Stock Warrant	$0.2	05/30/2012		M			2,774,771	11/05/2010	10/28/2015	Common Stock	2,774,771	⁽¹⁾	0	I	Owned by Spouse
Common Stock Warrant	$0.01	05/30/2012		J		3,225,229		05/30/2012	05/31/2012	Common Stock	3,225,229	⁽⁸⁾	3,225,229	I	Owned by Spouse
Common Stock Warrant	$0.01	05/30/2012		M			3,225,229	05/30/2012	05/31/2012	Common Stock	3,225,229	⁽¹⁾	0	I	Owned by Spouse
Common Stock Warrant	$0.07	04/11/2012		A		3,950,000		04/11/2012	04/11/2017	Common Stock	3,950,000	⁽⁹⁾	3,950,000	I	Owned by Trust⁽³⁾
Common Stock Warrant	$0.2	05/30/2012		J		2,000,000		09/17/2010	09/17/2015	Common Stock	2,000,000	⁽⁵⁾	2,000,000	I	Owned by Trust⁽³⁾
Common Stock Warrant	$0.2	05/30/2012		M			2,000,000	09/17/2010	09/17/2015	Common Stock	2,000,000	⁽¹⁾	0	I	Owned by Trust⁽³⁾
Common Stock Warrant	$0.01	05/30/2012		J		3,000,000		05/30/2012	05/31/2012	Common Stock	3,000,000	⁽⁸⁾	3,000,000	I	Owned by Trust⁽³⁾
Common Stock Warrant	$0.01	04/30/2012		M			3,000,000	05/30/2012	05/31/2012	Common Stock	3,000,000	⁽¹⁾	0	I	Owned by Company⁽³⁾
Common Stock Warrant	$0.07	04/11/2012		A		833,334		04/11/2012	04/11/2017	Common Stock	833,334	⁽⁹⁾	833,334	I	Owned by Company⁽¹⁰⁾

Explanation of Responses:

1. Warrants exercised pursuant to temporary exercise price reset to $0.01 per share made available to all of the Issuers warrant holders through May 31, 2012, as further detailed in the Issuers 8K filed with the SEC on May 8, 2012.

2. Consideration for Mr. Walker's warrant exercise consisted of the conversion of $17,085.62 in directors fees owed by the Issuer to Mr. Walker.

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

4. Mr. Walker assigned his rights to 1,441,438 common stock warrants having an exercise price of $0.20 per share to his spouse.

5. Mr. Walker assigned his rights to 2,000,000 common stock warrants having an exercise price of $0.20 per share to the M&J Walker Charitable Remainder Trust of which Mr. Walker is a controlling person.

6. Mr. Walker assigned his rights to 623,425 common stock warrants having an exercise price of $0.20 to an unrelated party.

7. Mr. Walker assigned his rights to 2,916,666 common stock warrants having an exercise price of $0.07 per share to various unrelated parties.

8. Pursuant to the terms of the Issuers temporary exercise price reset, investors holding specified classes of warrants were eligible to receive 1.5 new warrants for every warrant exercised during the temporary exercise period. The new warrants had an exercise price of $0.01 per share and an expiration date of May 31, 2012.

9. 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 and his affiliates. Pursuant to Rule 16(b)-3(d), the restructuring and the warrant exchange were approved by the Issuers Board of Directors.

10. 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	06/01/2012
	** 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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