Edgar Filing: BORUS JUSTIN B

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LAZARUS INVESTMENT PARTNERS LLLP

2. Issuer Name and Ticker or Trading Symbol
AeroGrow International, Inc. [AERO.OB]

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)

3200 CHERRY CREEK SOUTH DRIVE, SUITE 670

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

(Street)

DENVER, CO 80209

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	05/31/2012		L		157,500	A	$ 0.0134	69,678,353	D
Common Stock	06/01/2012		J⁽¹⁾		18,107,854	A	$ 0.01	69,835,853	D
Common Stock	06/01/2012		J⁽¹⁾		14,736,781	A	$ 0.01	87,943,707	D
Common Stock	06/13/2012		L		100,000	A	$ 0.016	88,043,707	D

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 Warrants

$ 0.07 ⁽¹⁾

06/01/2012

J⁽¹⁾

7,166,667

04/11/2012

04/11/2017

Common Stock

7,166,667

$ 0 ⁽¹⁾

Common Stock Warrants

$ 0.2 ⁽¹⁾

06/01/2012

J⁽¹⁾

666,667

01/05/2010

10/28/2015

Common Stock

666,667

$ 0 ⁽¹⁾

Common Stock Warrants

$ 0.2 ⁽¹⁾

06/01/2012

J⁽¹⁾

5,000,000

06/24/2010

05/06/2015

Common Stock

5,000,000

$ 0 ⁽¹⁾

Common Stock Warrants

$ 0.2

06/01/2012

J⁽¹⁾

4,824,521

05/06/2010

05/06/2015

Common Stock

4,824,521

$ 0 ⁽¹⁾

Common Stock Warrants

$ 0.25

06/01/2012

J⁽¹⁾

250,000

09/01/2009

08/31/2014

Common Stock

250,000

$ 0 ⁽¹⁾

Common Stock Warrants

$ 0.25

06/01/2012

J⁽¹⁾

200,000

11/09/2009

11/08/2014

Common Stock

200,000

$ 0 ⁽¹⁾

Common Stock Warrants

$ 0.01

06/01/2012

J⁽²⁾

14,736,781

05/31/2012

Common Stock

14,736,781

$ 0 ⁽²⁾

14,736,781

Common Stock Warrants

$ 0.01

06/01/2012

J⁽²⁾

14,736,781

05/31/2012

Common Stock

14,736,781

$ 0 ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LAZARUS INVESTMENT PARTNERS LLLP 3200 CHERRY CREEK SOUTH DRIVE SUITE 670 DENVER, CO 80209		X
BORUS JUSTIN B 3200 CHERRY CREEK SOUTH DRIVE SUITE 670 DENVER, CO 80209		X
Lazarus Management Co LLC 3200 CHERRY CREEK SOUTH DRIVE SUITE 670 DENVER, CO 80209		X

Signatures

/s/ Justin Borus, individually, and as managing member of Lazarus Management Company LLC for itself and as general partner of Lazarus Investment Partners LLLP		06/15/2012
^**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)	Issuer made a public announcement and notified its shareholders that it was temporarily reducing the exercise price on all outstanding warrants to purchase Common Stock to $.01 per share and Lazarus Investment Partners LLLP ("Lazarus") exercised all of its outstanding common stock warrants for Common Stock at this reduced exercise price.
(2)	In connection with its offer to allow warrants to be exercised at a $.01 per share exercise price, the Issuer issued new Warrants to Lazarus as an inducement for its exercising its existing Warrants and Lazarus exercised these new Warrants contemporaneously with their issuance at the exercise price of $.01 per share.
Remarks: The reported securities are owned directly by Lazarus Investment Partners LLLP, and indirectly by Lazarus Management Company LLC, as investment adviser and general partner of Lazarus Investment Partners LLLP, and Justin B. Borus, as managing member of Lazarus Management Company LLC. Lazarus Management Company LLC and Justin B. Borus disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.