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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1. Name and Address of Reporting Person * walker jack jonas   2. Issuer Name and Ticker or Trading Symbol AeroGrow International, Inc. [AERO] 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) 07/20/2009 (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) Code V Amount (A) or (D) Price

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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

Series A Preferred Stock

$ 0.2

07/20/2009

S(1)

150

06/30/2009

(2)

Common Stock

750,000

$ 1,000

3,075

D

Series A Preferred Warrants

$ 1,250

07/20/2009

S

75

06/30/2009

06/30/2014

Series A Preferred Stock

75 (3)

$ 0 (4)

1,037

D

Series A Preferred Stock

$ 0.2

07/20/2009

P

150

06/30/2009

(2)

Common Stock

750,000

$ 1,000

575

I

Owned by trust (1)

Series A Preferred Warrants

$ 1,250

07/20/2009

P

75

06/30/2009

06/30/2014

Series A Preferred Stock

75 (3)

$ 0 (4)

287

I

Owned by trust (5)

Reporting Owners

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

Signatures

Lissie Stagg, Attorney in Fact		07/22/2009
**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)	Mr. Walker sold the 150 shares of Series A Preferred Stock to the M & J Charitable Remainder Trust, of which Mr. Walker is a controlling person.
(2)	The Series A Preferred Stock does not have an expiration date.
(3)	The 75 shares of Series A Preferred Stock are convertible into 375,000 shares of Common Stock.
(4)	The Series A Preferred Warrants were included in the sale price of the Series A Preferred Stock.
(5)	The 75 Series A Preferred Warrants were included in the sale of the Series A Preferred Stock by Mr. Walker to the M & J Charitable Remainder Trust. Mr. Walker is a controlling person of the trust.

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