Edgar Filing: PEIERLS E JEFFREY

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

PEIERLS E JEFFREY

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)

(Last)

(First)

(Middle)

73 SOUTH HOLMAN WAY

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2012

(Street)

GOLDEN, CO 80401

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Warrant

$ 0.01

05/31/2012

3,000,000

05/06/2010

05/06/2015

Common Stock

3,000,000

⁽¹⁾

Common Stock Warrant

$ 0.01

05/31/2012

20,000,000

05/06/2010

05/06/2015

Common Stock

20,000,000

⁽¹⁾

By The Peierls Foundation, Inc.

Common Stock Warrant

$ 0.01

05/31/2012

650,000

05/06/2010

05/06/2015

Common Stock

650,000

⁽¹⁾

By the UD E.F. Peierls for B.E. Peierls

Common Stock Warrant

$ 0.01

05/31/2012

650,000

05/06/2010

05/06/2015

Common Stock

650,000

⁽¹⁾

By the UD E.F. Peierls for E.J. Peierls

Common Stock Warrant

$ 0.01

05/31/2012

425,000

05/06/2010

05/06/2015

Common Stock

425,000

⁽¹⁾

By the UD E.S. Peierls for E.F. Peierls et al

Common Stock Warrant

$ 0.01

05/31/2012

1,750,000

05/06/2010

05/06/2015

Common Stock

1,750,000

⁽¹⁾

By the UD Ethel F. Peierls Charitable Lead Trust

Common Stock Warrant

$ 0.01

05/31/2012

825,000

05/06/2010

05/06/2015

Common Stock

825,000

⁽¹⁾

By the UD J.N. Peierls for B.E. Peierls

Common Stock Warrant

$ 0.01

05/31/2012

825,000

05/06/2010

05/06/2015

Common Stock

825,000

⁽¹⁾

By the UD J.N. Peierls for E.J. Peierls

Common Stock Warrant

$ 0.01

05/31/2012

550,000

05/06/2010

05/06/2015

Common Stock

550,000

⁽¹⁾

By the UW E.S. Peierls for BEP Art VI-Accum

Common Stock Warrant

$ 0.01

05/31/2012

375,000

05/06/2010

05/06/2015

Common Stock

375,000

⁽¹⁾

By the UW E.S. Peierls for EJP Art VI-Accum

Common Stock Warrant

$ 0.01

05/31/2012

800,000

05/06/2010

05/06/2015

Common Stock

800,000

⁽¹⁾

By the UW J.N. Peierls E.J. Peierls

Common Stock Warrant

$ 0.01

05/31/2012

800,000

05/06/2010

05/06/2015

Common Stock

800,000

⁽¹⁾

By the UW J.N. Peierls for B.E. Peierls

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PEIERLS E JEFFREY 73 SOUTH HOLMAN WAY GOLDEN, CO 80401		X

Signatures

/s/ E. Jeffrey Peierls		06/04/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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