Edgar Filing: PEIERLS E JEFFREY

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â PEIERLS E JEFFREY

2. Date of Event Requiring Statement (Month/Day/Year)
04/11/2012

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

(Last)

(First)

(Middle)

73 SOUTH HOLMAN WAY

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

GOLDEN,Â COÂ 80401

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,515,313	D	Â
Common Stock	36,768,754	I	By The Peierls Foundation, Inc.
Common Stock	1,194,985	I	By the UD E.F. Peierls for B.E. Peierls
Common Stock	1,194,985	I	By the UD E.F. Peierls for E.J. Peierls
Common Stock	781,337	I	By the UD E.S. Peierls for E.F. Peierls et al
Common Stock	3,217,266	I	By the UD Ethel F. Peierls Charitable Lead Trust
Common Stock	1,516,712	I	By the UD J.N. Peierls for B.E. Peierls
Common Stock	1,516,712	I	By the UD J.N. Peierls for E.J. Peierls
Common Stock	1,011,141	I	By the UW E.S. Peierls for BEP Art VI-Accum
Common Stock	689,415	I	By the UW E.S. Peierls for EJP Art VI-Accum
Common Stock	1,470,751	I	By the UW J.N. Peierls E.J. Peierls
Common Stock	1,470,751	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.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants (right to buy)	Â ⁽¹²⁾	05/06/2015	Common Stock	1,200,000	$ 0.07	D	Â
Warrants (right to buy)	Â ⁽¹²⁾	05/06/2015	Common Stock	8,000,000 ⁽¹⁾	$ 0.07	I	By The Peierls Foundation, Inc.
Warrants (right to buy)	Â ⁽¹²⁾	05/06/2015	Common Stock	170,000 ⁽²⁾	$ 0.07	I	By the UD E.S. Peierls for E.F. Peierls et al
Warrants (right to buy)	Â ⁽¹²⁾	05/06/2015	Common Stock	260,000 ⁽³⁾	$ 0.07	I	By the UD E.F. Peierls for B.E. Peierls
Warrants (right to buy)	Â ⁽¹²⁾	05/06/2015	Common Stock	260,000 ⁽⁴⁾	$ 0.07	I	By the UD E.F. Peierls for E.J. Peierls
Warrants (right to buy)	Â ⁽¹²⁾	05/06/2015	Common Stock	220,000 ⁽⁵⁾	$ 0.07	I	By the UW E.S. Peierls for BEP Art VI-Accum
Warrants (right to buy)	Â ⁽¹²⁾	05/06/2015	Common Stock	150,000 ⁽⁶⁾	$ 0.07	I	By the UW E.S. Peierls for EJP Art VI-Accum
Warrants (right to buy)	Â ⁽¹²⁾	05/06/2015	Common Stock	320,000 ⁽⁷⁾	$ 0.07	I	By the UW J.N. Peierls for B.E. Peierls
Warrants (right to buy)	Â ⁽¹²⁾	05/06/2015	Common Stock	320,000 ⁽⁸⁾	$ 0.07	I	By the UW J.N. Peierls E.J. Peierls
Warrants (right to buy)	Â ⁽¹²⁾	05/06/2015	Common Stock	330,000 ⁽⁹⁾	$ 0.07	I	By the UD J.N. Peierls for B.E. Peierls
Warrants (right to buy)	Â ⁽¹²⁾	05/06/2015	Common Stock	330,000 ⁽¹⁰⁾	$ 0.07	I	By the UD J.N. Peierls E.J. Peierls
Warrants (right to buy)	Â ⁽¹²⁾	05/06/2015	Common Stock	700,000 ⁽¹¹⁾	$ 0.07	I	By the UD Ethel F. Peierls Charitable Lead Trust

Reporting Owners

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

Signatures

/s/ E. Jeffrey Peierls		04/23/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	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.
(2)	Mr. Peierls is a Co-Trustee of the E.F. Peierls et al Trust ("Trust") and may be deemed to indirectly own the securities owned by the Trust.
(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 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.
(6)	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.
(7)	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.
(8)	Mr. Peierls is a Co-Trustee of the UW J.N. Peierls 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 UD J.N.. Peierls for B.E. Peierls 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 UD J.N. Peierls E.J. Peierls 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 U.D. Ethel F. Peierls Charitable Lead Trust (the "Trust") and may be deemed to indirectly own the securities owned by the Trust.
(12)	The Warrants are exercisable immediately.

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