1

NAMES OF REPORTING PERSONS

E. Jeffrey Peierls⁽¹⁾

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

5

SOLE VOTING POWER

6

SHARED VOTING POWER

7

SOLE DISPOSITIVE POWER

8

SHARED DISPOSITIVE POWER

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12

TYPE OF REPORTING PERSON

IN

  1

NAMES OF REPORTING PERSONS

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

6

SHARED VOTING POWER

7

SOLE DISPOSITIVE POWER

8

SHARED DISPOSITIVE POWER

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12

TYPE OF REPORTING PERSON

IN

  1

NAMES OF REPORTING PERSONS

The Peierls Foundation, Inc.⁽¹⁾

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

6

SHARED VOTING POWER

7

SOLE DISPOSITIVE POWER

8

SHARED DISPOSITIVE POWER

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12

TYPE OF REPORTING PERSON

CO

Item 1(a).

NAME OF ISSUER:

The name of the issuer is Aerogrow International, Inc. (the " Company ").

Item 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

The Company's principal executive offices are located at 6075 Longbow Drive, Ste. 200, Boulder, Colorado  80301

Item 2(a).

NAME OF PERSON FILING:

This statement is filed by the entities and persons listed below, who are collectively referred to herein as " Reporting Persons ," with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:

Reporting Individuals/entities

(i) E. Jeffrey Peierls  

(ii)Brian Eliot Peierls 

(iii)The Peierls Foundation, Inc. 

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The address of Reporting Person E. Jeffrey Peierls is:

73 South Holman Way

Golden, CO  80401

The address of Reporting Person Brian Eliot Peierls is:

3017 McCurdy St.

Austin, TX  78723

The address of Reporting Person The Peierls Foundation, Inc. is:

c/o E. Jeffrey Peierls

73 South Holman Way

Golden, CO  80401

  Item 2(c).

CITIZENSHIP:

Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

Item 2(d).

TITLE OF CLASS OF SECURITIES:

Common Stock (the " Common Stock ")

Item 2(e).

CUSIP NUMBER:

00768M103

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)

¨

Broker or dealer registered under Section 15 of the Act,

(b)

¨

Bank as defined in Section 3(a)(6) of the Act,

(c)

¨

Insurance Company as defined in Section 3(a)(19) of the Act,

(d)

¨

Investment Company registered under Section 8 of the Investment Company Act of 1940,

(e)

¨

Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,

(f)

¨

Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),

(g)

¨

Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),

(h)

¨

Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

(i)

¨

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

(j)

¨

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)

¨

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:_________________________

Item 4.

OWNERSHIP:

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Reporting Persons’ beneficial ownership is less than 5%.

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable.

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

Item 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

Item 10.

CERTIFICATION.

Each of the Reporting Persons hereby makes the following certification:

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.