SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Stetz Gordon McKenzie JR

(Last)

(First)

(Middle)

MCCORMICK & COMPANY, INCORPORATED

18 LOVETON CIRCLE

(Street)

SPARKS

21152

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MCCORMICK & CO INC [ MKC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock - Voting	07/05/2011		J		1,200	D	⁽¹⁾	39,856.11	D
Common Stock - Voting	07/05/2011		M		1,387	A	$38.28	41,243.11	D
Common Stock - Voting	07/05/2011		F		1,183	D	$49.485	40,060.11	D
Common Stock - Voting	07/05/2011		M		4,744	A	$37.59	44,804.11	D
Common Stock - Voting	07/05/2011		F		4,004	D	$49.485	40,800.11	D
Common Stock - Voting								1,085.675	I	401(k) Plan
Common Stock - Non Voting	07/05/2011		J		1,200	A	⁽¹⁾	1,200.51	D
Common Stock - Non Voting	07/05/2011		G	V	1,200	D	⁽²⁾	0.51	D
Common Stock - Non Voting	07/05/2011		M		4,100	A	$38.35	4,100.51	D
Common Stock - Non Voting	07/05/2011		F		3,501	D	$49.485	599.51	D
Common Stock - Non Voting	07/05/2011		M		2,150	A	$32.83	2,749.51	D
Common Stock - Non Voting	07/05/2011		F		1,681	D	$49.485	1,068.51	D
Common Stock - Non Voting	07/05/2011		M		1,850	A	$38.28	2,918.51	D
Common Stock - Non Voting	07/05/2011		F		1,579	D	$49.485	1,339.51	D
Common Stock - Non Voting	07/05/2011		M		4,743	A	$37.59	6,082.51	D
Common Stock - Non Voting	07/05/2011		F		4,003	D	$49.485	2,079.51	D
Common Stock - Non Voting								26.49	I	As custodian for son
Common Stock - Non Voting								26.49	I	As custodian for son

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. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option - Right to Buy	$38.28	07/05/2011		M			1,387	03/28/2008	03/27/2017	Common Stock - Voting	1,387	⁽³⁾	0	D
Option - Right to Buy	$37.59	07/05/2011		M			4,744	04/02/2009	04/01/2018	Common Stock - Voting	4,744	⁽³⁾	4,744	D
Option - Right to Buy	$38.35	07/05/2011		M			4,100	01/25/2006	01/24/2015	Common Stock - Non Voting	4,100	⁽³⁾	0	D
Option - Right to Buy	$32.83	07/05/2011		M			2,150	02/28/2007	02/27/2016	Common Stock - Non Voting	2,150	⁽³⁾	0	D
Option - Right to Buy	$38.28	07/05/2011		M			1,850	03/28/2008	03/27/2017	Common Stock - Non Voting	1,850	⁽³⁾	0	D
Option - Right to Buy	$37.59	07/05/2011		M			4,743	04/02/2009	04/01/2018	Common Stock - Non Voting	4,743	⁽³⁾	1,581	D

Explanation of Responses:

1. Exchange of shares of Common Stock - Voting for shares of Common Stock - Non Voting on a one for one basis.

2. Shares being gifted; no disposition price required.

3. Option exercised.

Remarks:

	W. Geoffrey Carpenter, Attorney-in-Fact	07/07/2011
	** Signature of Reporting Person	Date
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).
** 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.
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