MCCORMICK & CO INC — Director's Dealing 2014

Sep 24, 2014

SEC Form 4/A — Form 4/A

Issuer: MCCORMICK & CO INC (MKC)
CIK: 0000063754
Period of Report: 2014-07-29

Reporting Person: WILSON ALAN D (Director, Chairman, President & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-29	Remainder Interest	$	S	1	Disposed		Common Stock - Voting (30000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Voting	147305.494	Direct
Common Stock - Voting	10271.9	Indirect
Common Stock - Voting	30000	Indirect
Common Stock - Non Voting	7701.709	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock - Voting (0)	1048.0515	Indirect

Footnotes

F1: This admendment is filed solely for the purpose of correcting an administrative error in the prior Form 4 whereby the 30,000 shares of the Issuer's Common-Stock - Voting that were transferred to the Reporting Person's GRAT were inadvertently not subtracred from the Reporting Person's direct holdings. The prior For 4 is unchanged in all other respects.

F2: 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 Comon Stock - Voting in accordance with the terms of the Deferred Compensation Plan.

F3: On July 29, 2014, the reporting Person transferred 30,000 shares of the Issuer's Common Stock - Voting into a grantor retained annuity trust ("GRAT") of which the Reporting Person is the sole trustee and annuiant. Thereafter, on the same date, a trust controlled by the Reporting Person's spouse sold its entitlement to the remainder interest in the GRAT to a separate trust for the benefit of the reporting Person's family members, of which the Reporting Person is not a trustee. No actual shares were sold, and the actual transfer of the remainder in the GRAT, if any, will occur at the end of the term of the GRAT on July 29, 2016.