S&P Global Inc. — Director's Dealing 2002

Dec 13, 2002

4 1 mcg28.htm SEC Form 4

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 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(f) 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

1. Name and Address of Reporting Person * McGraw, Harold III (Last) (First) (Middle) 1221 Avenue of the Americas (Street) New York, NY 10020-1095 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol The McGraw-Hill Companies MHP 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for (Month/Year) December 12, 2002 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer Other Officer/Other Description Chairman, President and CEO 7. Individual or Joint/Group Filing (Check Applicable Line) X Individual Filing Joint/Group Filing

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code and Voluntary Code (Instr. 8) Code | V	4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount | A/D | Price	5. Amount of Securities Beneficially Owned at End ofMonth (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)
Common Stock	12/12/2002	M |	21,698.0000 | A | $54.9688		D
Common Stock	12/12/2002	F |	19,846.0000 | D | $60.1000		D
Common Stock	12/12/2002	F |	664.0000 | D | $60.1000	453,848.2597 (1)	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). (over) SEC 1474 (3-99)

McGraw, Harold III - December 2002

Form 4 (continued)

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. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	4. Transaction Code and Voluntary (V) Code (Instr.8) Code | V	5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5)	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) | (ED)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	9. Number of Derivative Securities Beneficially Owned at End of Month (Instr.4)	10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I)
Options (Right to Buy)	$54.9688	12/12/2002	M |	(D) 21,698.0000	11/04/1999 | 01/03/2003	Common Stock - 21,698.0000	0.0000	D
Options (Right to Buy)	$36.1875				01/02/1999 (2) | 01/01/2008	Common Stock - 74,400.0000	74,400.0000	D
Options (Right to Buy)	$38.0625				04/29/1999 (2) | 04/28/2008	Common Stock - 60,000.0000	60,000.0000	D
Options (Right to Buy)	$51.6250				01/04/2000 (2) | 01/03/2009	Common Stock - 110,000.0000	110,000.0000	D
Options (Right to Buy)	$59.2813				01/03/2001 (2) | 01/02/2010	Common Stock - 125,000.0000	125,000.0000	D
Options (Right to Buy)	$59.1300				04/02/2002 (2) | 04/01/2011	Common Stock - 154,000.0000	154,000.0000	D
Options (Right to Buy)	$67.7700				04/01/2003 (2) | 03/31/2012	Common Stock - 179,000.0000	179,000.0000	D

Explanation of Responses :

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). 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. /s/ Harold III McGraw ________ 12-13-2002 ** Signature of Reporting Person Date Page 2 SEC 1474 (3-99)

McGraw, Harold III - December 2002

Form 4 (continued)

FOOTNOTE Descriptions for The McGraw-Hill Companies MHP Form 4 - December 2002 Harold III McGraw 1221 Avenue of the Americas New York, NY 10020-1095 Explanation of responses: (1) Includes 46,999.2597 shares owned by two minor children. (2) The option becomes exercisable 50% on the first anniversary of the grant and 50% on the second anniversary of the grant.

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