MCCORMICK & CO INC — Director's Dealing 2012

Mar 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCCORMICK & CO INC (MKC)
CIK: 0000063754
Period of Report: 2012-03-28

Reporting Person: HRABOWSKI FREEMAN A III (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-28	Restricted Stock Units	$	A	1660	Acquired		Common Stock - Voting (1660)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Voting	25322.12	Direct
Common Stock - Non-Voting	15859.26	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock - Voting (0)	9729.71	Indirect

Footnotes

F1: Each share of phantom stock represents the right to receive one share of Common Stock - Voting. Shares of phantom stock are payable in shares of Common Stock - Voting in accordance with the terms of the Deferred Compensation Plan.

F2: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F3: The restricted stock units vest in full on 3/15/2013, and are settled in an equal number of shares of Common Stock.