Edgar Filing: walker jack jonas

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 ^*

walker jack jonas

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)

(Last)

(First)

(Middle)

2105 11TH STREET

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2012

(Street)

BOULDER, CO 80302

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⁾	05/30/2012		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⁾

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

$ 1

05/30/2012

50,000

02/09/2009

02/08/2014

Common Stock

50,000

⁽¹⁾ ⁽²⁾

Common Stock Warrant

$ 0.25

05/30/2012

100,000

08/28/2009

08/27/2014

Common Stock

100,000

⁽¹⁾ ⁽²⁾

Common Stock Warrant

$ 0.2

05/30/2012

1,528,562

06/24/2010

06/24/2015

Common Stock

1,558,562

⁽¹⁾ ⁽²⁾

4,064,863

Common Stock Warrant

$ 0.2

05/30/2012

1,441,438

06/24/2010

06/24/2015

Common Stock

1,441,438

⁽⁴⁾

2,623,425

Common Stock Warrant

$ 0.2

05/30/2012

2,000,000

09/17/2010

09/17/2015

Common Stock

2,000,000

⁽⁵⁾

623,425

Common Stock Warrant

$ 0.2

05/30/2012

623,425

05/06/2010

05/06/2015

Common Stock

623,425

⁽⁶⁾

Common Stock Warrant

$ 0.07

05/30/2012

2,916,666

04/11/2012

04/11/2017

Common Stock

2,916,666

⁽⁷⁾

14,366,667

Common Stock Warrant

$ 0.2

05/30/2012

1,441,438

06/24/2010

06/24/2015

Common Stock

1,441,438

⁽⁴⁾

2,774,771

Owned by Spouse

Common Stock Warrant

$ 0.2

05/30/2012

2,774,771

11/05/2010

10/28/2015

Common Stock

2,774,771

⁽¹⁾

Owned by Spouse

Common Stock Warrant

$ 0.01

05/30/2012

3,225,229

05/30/2012

05/31/2012

Common Stock

3,225,229

⁽⁸⁾

3,225,229

Owned by Spouse

Common Stock Warrant

$ 0.01

05/30/2012

3,225,229

05/30/2012

05/31/2012

Common Stock

3,225,229

⁽¹⁾

Owned by Spouse

Common Stock Warrant

$ 0.07

04/11/2012

3,950,000

04/11/2012

04/11/2017

Common Stock

3,950,000

⁽⁹⁾

3,950,000

Owned by Trust ⁽³⁾

Common Stock Warrant

$ 0.2

05/30/2012

2,000,000

09/17/2010

09/17/2015

Common Stock

2,000,000

⁽⁵⁾

2,000,000

Owned by Trust ⁽³⁾

Common Stock Warrant

$ 0.2

05/30/2012

2,000,000

09/17/2010

09/17/2015

Common Stock

2,000,000

⁽¹⁾

Owned by Trust ⁽³⁾

Common Stock Warrant

$ 0.01

05/30/2012

3,000,000

05/30/2012

05/31/2012

Common Stock

3,000,000

⁽⁸⁾

3,000,000

Owned by Trust ⁽³⁾

Common Stock Warrant

$ 0.01

04/30/2012

3,000,000

05/30/2012

05/31/2012

Common Stock

3,000,000

⁽¹⁾

Owned by Company ⁽³⁾

Common Stock Warrant

$ 0.07

04/11/2012

833,334

04/11/2012

04/11/2017

Common Stock

833,334

⁽⁹⁾

833,334

Owned by Company ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
walker jack jonas 2105 11TH STREET BOULDER, CO 80302	X	X

Signatures

Kimberly Westmoreland, Attorney in Fact		06/01/2012
^**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 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.

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