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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* WILSON ALAN D (Last) (First) (Middle) MCCORMICK & COMPANY, INCORPORATED 18 LOVETON CIRCLE (Street) SPARKS MD 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) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman, President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 07/29/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year) 07/31/2014	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock - Voting								147,305.494(1)	D
Common Stock - Voting								10,271.9	I	401(k) Retirement Plan
Common Stock - Voting								30,000	I	By GRAT
Common Stock - Non Voting								7,701.709	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(2)							(2)	(2)	Common Stock - Voting	0		1,048.0515	I	Deferred Compensation Plan
Remainder Interest	(3)	07/29/2014		S			1	(3)	(3)	Common Stock - Voting	30,000	$976.67	1	I	see footnote

Explanation of Responses:

1. 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.

2. 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.

3. 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.

Remarks:

	Jason E. Wynn, Attorney-in-fact	09/24/2014
	** 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).
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