Edgar Filing: MCCORMICK & CO INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Carpenter William Geoffrey

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2008

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

(Last)

(First)

(Middle)

18 LOVETON CIRCLE

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
V.P., General Counsel

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

(Street)

SPARKS,Â MDÂ 21152

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock - Voting	24,485.63	D	Â
Common Stock - Voting	2,119.9888 ⁽¹⁾	I	401(k) Retirement Plan
Common Stock - Non Voting	6,458.59	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options - Right to Buy	01/22/2003⁽²⁾	01/21/2012⁽²⁾	Common Stock - Voting	8,250	$ 21.38	D	Â
Options - Right to Buy	01/28/2004⁽²⁾	01/27/2013⁽²⁾	Common Stock - Voting	11,700	$ 22.26	D	Â
Options - Right to Buy	01/27/2005⁽²⁾	01/26/2014⁽²⁾	Common Stock - Voting	11,700	$ 30.6	D	Â
Options - Right to Buy	01/25/2006⁽²⁾	01/24/2015⁽²⁾	Common Stock - Voting	6,825	$ 38.35	D	Â
Options - Right to Buy	01/22/2003⁽²⁾	01/21/2012⁽²⁾	Common Stock - Non Voting	2,750	$ 21.38	D	Â
Options - Right to Buy	01/28/2004⁽²⁾	01/27/2013⁽²⁾	Common Stock - Non Voting	3,900	$ 22.26	D	Â
Options - Right to Buy	01/27/2005⁽²⁾	01/26/2014⁽²⁾	Common Stock - Non Voting	3,900	$ 30.6	D	Â
Options - Right to Buy	01/25/2006⁽²⁾	01/24/2015⁽²⁾	Common Stock - Non Voting	2,275	$ 38.35	D	Â
Restricted Stock Units	Â ⁽³⁾	Â ⁽³⁾	Common Stock - Voting	588	$ ⁽⁵⁾	D	Â
Restricted Stock Units	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock - Voting	1,276	$ ⁽⁵⁾	D	Â
Restricted Stock Units	Â ⁽³⁾	Â ⁽³⁾	Common Stock - Non Voting	196	$ ⁽⁵⁾	D	Â
Restricted Stock Units	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock - Non Voting	426	$ ⁽⁵⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Carpenter William Geoffrey 18 LOVETON CIRCLE SPARKS,Â MDÂ 21152	Â	Â	Â V.P., General Counsel	Â

Signatures

W. Geoffrey Carpenter, Attorney-in-fact		12/10/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Shares held in the McCormick 401(k) retirement Plan are as of December 1, 2008. The reporting person owns units in the McCormick Stock Fund in the McCormick 401(k) Retirement Plan and the number of shares reported as beneficially owned is based on the market value of the reporting person's McCormick Stock Fund divided by the closing stock price of the common stock of McCormick on date indicated.
(2)	Twenty-five percent (25%) of the option becomes exercisable at each of the first four (4) grant anniversaries.
(3)	The reported Restricted Stock Units are part of an award that vested 50% on March 28, 2008 and the remaining units will vest on March 29, 2008.
(4)	The reported Restricted Stock Units entitle the reporting person to receive, on each of the first and second anniversaries of the grant date, a distribution of common stock equal to 50% of the grant. Once vested, the Restricted Stock Units are settled in an equal number of shares of Common Stock.
(5)	Each restricted stock unit represents a contingent right to receive one share of Common Stock.

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