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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Barish Michael S
   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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2401 EAST SECOND AVENUE, SUITE 400		 3. Date of Earliest Transaction (Month/Day/Year)
05/25/2012
(Street)

DENVER, CO 80206		 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)
Code V Amount (A) or (D) Price
Common Stock (1) 05/25/2012   M   10,297,775 A $ 0.01 27,702,097 D  
Common Stock (2) 05/25/2012   M   433,334 A $ 0.01 1,051,652 I Owned by Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrant $ 0.25 05/25/2012   M     75,000 08/31/2009 08/31/2014 Common Stock 75,000 (1) 0 D  
Common Stock Warrant $ 0.25 05/25/2012   M     100,000 11/03/2009 11/03/2014 Common Stock 100,000 (1) 0 D  
Common Stock Warrant $ 0.2 05/25/2012   M     2,889,110 05/06/2010 05/06/2015 Common Stock 2,889,110 (1) 0 D  
Common Stock Warrant $ 0.07 05/25/2012   M     2,900,001 04/11/2012 04/11/2017 Common Stock 2,900,001 (1) 0 D  
Common Stock Warrant $ 0.07 05/25/2012   M     433,334 04/11/2012 04/11/2017 Common Stock 433,334 (2) 0 I Owned by Spouse
Common Stock Warrant $ 0.01 05/25/2012   M   4,333,664   05/25/2012 05/31/2012 Common Stock 4,333,664 (3) 4,333,664 D  
Commopn Stock Warrant $ 0.01 05/25/2012   M     4,333,664 05/25/2012 05/31/2012 Common Stock Warrant 4,333,664 (3) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Barish Michael S
2401 EAST SECOND AVENUE
SUITE 400
DENVER, CO 80206		   X      

Signatures

 Kimberly Westmoreland, Attorney in Fact   05/29/2012
**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 Issuers warrant holders through May 31, 2012, as further detailed in the Issuers 8K filed with the SEC May 8, 2012. The total exercise cost for Mr. Barish was $102,977.75. Of this amount, $79,258.11 was funded by converting promissory notes owed by the Issuer to Mr. Barish, and $11,000.00 was funded by converting $11,000.00 in director fees owed by the Issuer to Mr. Barish. The remaining $12,719.64 was paid in cash.
(2) Warrants exercised pursuant to a 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 May 8, 2012.
(3) Pursuant to the temporary warrant exercise price reset, warrant holders who received warrants with the Issuers 8% Subordinated Secured Promissory Notes received 1.5 new warrants for every such existing warrant exercised during the temporary price reset period. The new warrants had an exercise price of $0.01 per common share and expired May 31, 2012.

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