S&P Global Inc. — Director's Dealing 2003

Mar 4, 2003

4 1 gri46.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 * Griep, Talia M. (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) February 28, 2003 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer Other Officer/Other Description SVP, Corporate Controller 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)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/28/2003	A (1) |	527.0000 | A | (3)		D
Common Stock	02/28/2003	F (2) |	805.0000 | D | (3)	6,317.0000	D
Common Stock	02/28/2003	A (4) |	836.0000 | A | (3)		I	By Spouse
Common Stock	02/28/2003	F (5) |	941.0000 | D | (3)	9,605.0000	I	By Spouse
Common Stock				325.0000	I	By Daughter
Common Stock				325.0000	I	By Son

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)

Griep, Talia M. - February 2003

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	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)	11. Nature of Indirect Beneficial Ownership (Instr.4)
Options (Right to Buy)	$21.7032	01/02/1997 (6) | 01/01/2006	Common Stock - 3,200.0000	3,200.0000	D
Options (Right to Buy)	$22.8125	01/02/1998 (6) | 01/01/2007	Common Stock - 3,200.0000	3,200.0000	D
Options (Right to Buy)	$36.1875	01/02/1999 (6) | 01/01/2008	Common Stock - 4,000.0000	4,000.0000	D
Options (Right to Buy)	$54.5625	04/01/2000 (6) | 03/31/2009	Common Stock - 4,500.0000	4,500.0000	D
Options (Right to Buy)	$44.8438	04/03/2001 (6) | 04/02/2010	Common Stock - 4,500.0000	4,500.0000	D
Options (Right to Buy)	$59.1300	04/02/2002 (6) | 04/01/2011	Common Stock - 5,000.0000	5,000.0000	D
Options (Right to Buy)	$67.7700	04/01/2003 (6) | 03/31/2012	Common Stock - 5,250.0000	5,250.0000	D
Options (Right to Buy)	$61.7000	10/01/2003 | 09/30/2012	Common Stock - 1,350.0000	1,350.0000	D
Options (Right to Buy)	$0.0000		Common Stock - 62,000.0000	62,000.0000 (7)	I	By Spouse

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/ Talia M. Griep ________ 03-01-2003 ** Signature of Reporting Person Date Page 2 SEC 1474 (3-99)

Griep, Talia M. - February 2003

Form 4 (continued)

FOOTNOTE Descriptions for The McGraw-Hill Companies MHP Form 4 - February 2003 Talia M. Griep 1221 Avenue of the Americas New York, NY 10020-1095 Explanation of responses: (1) Award of stock pursuant to The McGraw-Hill Companies' 1993 Employee Stock Incentive Plan in transaction exempt under and complying with Rule 16b-3. (2) Withholding of shares of Common Stock under the McGraw-Hill Companies' 1993 Employee Stock Incentive Plan to satisfy withholding obligation in transaction exempt under and complying with Rule 16b-3. (3) Price was determined based on the mean of the high and low trading prices on February 4, 2003, the valuation date. (4) Award to spouse of stock pursuant to The McGraw-Hill Companies' 1993 Employee Stock Incentive Plan in transaction exempt under and complying with Rule 16b-3. (5) Withholding of shares of Common Stock by spouse under the McGraw-Hill Companies' 1993 Employee Stock Incentive Plan to satisfy withholding obligation in transaction exempt under and complying with Rule 16b-3. (6) The option becomes exercisable 50% on the first anniversary of the grant and 50% on the second anniversary of the grant. (7) Total derivative security amount shown includes options previously reported and reflects full amount of shares underlying options.

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