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 *
  Thompson John K
 2. Date of Event Requiring Statement (Month/Day/Year)
01/14/2010		 3. Issuer Name and Ticker or Trading Symbol
AeroGrow International, Inc. [AERO.OB]
(Last)
(First)
(Middle)
6075 LONGBOW DR., SUITE 200		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Senior VP, Sales & Marketing
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BOULDER, CO 80301		 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 26,684
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock 06/30/2009   (1) Common Stock 30,000 $ 0.2 D  
Series A Preferred Warrants 06/30/2009 06/30/2014 Series A Preferred Stock (2) 3 $ 1,250 D  
Options 03/28/2006 03/28/2011 Common Stock 50,000 $ 0.12 D  
Options 06/04/2009(3) 03/04/2014 Common Stock 100,000 $ 0.18 D  
Options 12/10/2009(4) 09/10/2014 Common Stock 50,000 $ 0.12 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thompson John K
6075 LONGBOW DR.
SUITE 200
BOULDER, CO 80301		       Senior VP, Sales & Marketing

Signatures

Lissie Stagg, Attorney in Fact 01/19/2010
**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) The Series A Preferred Stock does not have an expiration date.
(2) The 3 shares of Series A Preferred Stock are convertible into 15,000 shares of common stock.
(3) The 100,000 options were granted on March 4, 2009 and vest on a quarterly basis over a 2 year period.
(4) The 50,000 options were granted on September 10, 2009 and vest on a quarterly basis over a 2 year period.

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