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^*

PEIERLS E JEFFREY

(Last)

(First)

(Middle)

73 SOUTH HOLMAN WAY

(Street)

GOLDEN

80401

(City)

(State)

(Zip)

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

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)
05/31/2012

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⁾	05/31/2012		C		3,000,000	A	$0.01	8,515,313	D
Common Stock⁽¹⁾	05/31/2012		C		20,000,000	A	$0.01	56,768,754⁽²⁾	I	By The Peierls Foundation, Inc.
Common Stock⁽¹⁾	05/31/2012		C		650,000	A	$0.01	1,844,985⁽³⁾	I	By the UD E.F. Peierls for B.E. Peierls
Common Stock⁽¹⁾	05/31/2012		C		650,000	A	$0.01	1,844,985⁽⁴⁾	I	By the UD E.F. Peierls for E.J. Peierls
Common Stock⁽¹⁾	05/31/2012		C		425,000	A	$0.01	1,206,337⁽⁵⁾	I	By the UD E.S. Peierls for E.F. Peierls et al
Common Stock⁽¹⁾	05/31/2012		C		1,750,000	A	$0.01	4,967,266⁽⁶⁾	I	By the UD Ethel F. Peierls Charitable Lead Trust
Common Stock⁽¹⁾	05/31/2012		C		825,000	A	$0.01	2,341,712⁽⁷⁾	I	By the UD J.N. Peierls for B.E. Peierls
Common Stock⁽¹⁾	05/31/2012		C		825,000	A	$0.01	2,341,712⁽⁸⁾	I	By the UD J.N. Peierls for E.J. Peierls
Common Stock⁽¹⁾	05/31/2012		C		550,000	A	$0.01	1,561,141⁽⁹⁾	I	By the UW E.S. Peierls for BEP Art VI-Accum
Common Stock⁽¹⁾	05/31/2012		C		375,000	A	$0.01	1,064,415⁽¹⁰⁾	I	By the UW E.S. Peierls for EJP Art VI-Accum
Common Stock⁽¹⁾	05/31/2012		C		800,000	A	$0.01	2,270,751⁽¹¹⁾	I	By the UW J.N. Peierls E.J. Peierls
Common Stock⁽¹⁾	05/31/2012		C		800,000	A	$0.01	2,270,751⁽¹²⁾	I	By the UW J.N. Peierls for B.E. Peierls

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	$0.01	05/31/2012		C			3,000,000	05/06/2010	05/06/2015	Common Stock	3,000,000	⁽¹⁾	0	D
Common Stock Warrant	$0.01	05/31/2012		C			20,000,000	05/06/2010	05/06/2015	Common Stock	20,000,000	⁽¹⁾	0	I	By The Peierls Foundation, Inc.
Common Stock Warrant	$0.01	05/31/2012		C			650,000	05/06/2010	05/06/2015	Common Stock	650,000	⁽¹⁾	0	I	By the UD E.F. Peierls for B.E. Peierls
Common Stock Warrant	$0.01	05/31/2012		C			650,000	05/06/2010	05/06/2015	Common Stock	650,000	⁽¹⁾	0	I	By the UD E.F. Peierls for E.J. Peierls
Common Stock Warrant	$0.01	05/31/2012		C			425,000	05/06/2010	05/06/2015	Common Stock	425,000	⁽¹⁾	0	I	By the UD E.S. Peierls for E.F. Peierls et al
Common Stock Warrant	$0.01	05/31/2012		C			1,750,000	05/06/2010	05/06/2015	Common Stock	1,750,000	⁽¹⁾	0	I	By the UD Ethel F. Peierls Charitable Lead Trust
Common Stock Warrant	$0.01	05/31/2012		C			825,000	05/06/2010	05/06/2015	Common Stock	825,000	⁽¹⁾	0	I	By the UD J.N. Peierls for B.E. Peierls
Common Stock Warrant	$0.01	05/31/2012		C			825,000	05/06/2010	05/06/2015	Common Stock	825,000	⁽¹⁾	0	I	By the UD J.N. Peierls for E.J. Peierls
Common Stock Warrant	$0.01	05/31/2012		C			550,000	05/06/2010	05/06/2015	Common Stock	550,000	⁽¹⁾	0	I	By the UW E.S. Peierls for BEP Art VI-Accum
Common Stock Warrant	$0.01	05/31/2012		C			375,000	05/06/2010	05/06/2015	Common Stock	375,000	⁽¹⁾	0	I	By the UW E.S. Peierls for EJP Art VI-Accum
Common Stock Warrant	$0.01	05/31/2012		C			800,000	05/06/2010	05/06/2015	Common Stock	800,000	⁽¹⁾	0	I	By the UW J.N. Peierls E.J. Peierls
Common Stock Warrant	$0.01	05/31/2012		C			800,000	05/06/2010	05/06/2015	Common Stock	800,000	⁽¹⁾	0	I	By the UW J.N. Peierls for B.E. Peierls

Explanation of Responses:

1. Warrants exercised pursuant to a temporary exercise price reset to $0.01 per share made available to all of the Issuer's warrant holders through May 31, 2012, as described in the Issuer's Form 8-K filed with the Securities and Exchange Commission on May 8, 2012. Pursuant to the terms of the Issuer's 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 also had an exercise price of $0.01 per share and an expiration date of May 31, 2012.

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

3. Mr. Peierls is a Co-Trustee of the UD E.F. Peierls for B.E. Peierls Trust (the "Trust") and may be deemed to indirectly own the securities owned by the Trust.

4. Mr. Peierls is a Co-Trustee of the UD E.F. Peierls for E.J. Peierls Trust (the "Trust") and may be deemed to indirectly own the securities owned by the Trust.

5. Mr. Peierls is a Co-Trustee of the UD E.S. Peierls for E.F. Peierls et al Trust ("Trust") and may be deemed to indirectly own the securities owned by the Trust.

6. 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.

7. Mr. Peierls is a Co-Trustee of the UD J.N.. Peierls for B.E. Peierls Trust (the "Trust") and may be deemed to indirectly own the securities owned by the Trust.

8. Mr. Peierls is a Co-Trustee of the UW J.N. Peierls for E.J. Peierls Trust (the "Trust") and may be deemed to indirectly own the securities owned by the Trust.

9. Mr. Peierls is a Co-Trustee of the UW E.S. Peierls for BEP Art VI-Accum Trust (the "Trust") and may be deemed to indirectly own the securities owned by the Trust.

10. Mr. Peierls is a Co-Trustee of the UW E.S. Peierls for EJP Art VI-Accum Trust (the "Trust") and may be deemed to indirectly own the securities owned by the Trust.

11. Mr. Peierls is a Co-Trustee of the UW J.N. Peierls for E.J. Peierls Trust (the "Trust") and may be deemed to indirectly own the securities owned by the Trust.

12. Mr. Peierls is a Co-Trustee of the UW J.N. Peierls for B.E. Peierls Trust (the "Trust") and may be deemed to indirectly own the securities owned by the Trust.

	/s/ E. Jeffrey Peierls	06/04/2012
	** 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).
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