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*
MURPHY DAVID L

(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
MCGRAW-HILL COMPANIES INC [ MHP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2011
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)
Code V Amount (A) or (D) Price
Common Stock 02/22/2011 A 21,006(1) A $38.04 107,810 D
Common Stock 02/22/2011 D 12,270(2) D $0.0000 95,540 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
Options (Right to Buy) $48.28 02/03/2006 03/31/2013 Common Stock 11,749 11,749(3) D
Options (Right to Buy) $55.84 03/14/2006 03/31/2013 Common Stock 17,799 17,799(3) D
Options (Right to Buy) $28.12 04/01/2004 03/31/2013 Common Stock 24,035 24,035(3) D
Options (Right to Buy) $38.22 04/01/2005 03/31/2014 Common Stock 66,600 66,600(3) D
Options (Right to Buy) $43.25 04/01/2006 03/31/2015 Common Stock 54,612 54,612(3) D
Options (Right to Buy) $38.67 04/01/2009 03/31/2018 Common Stock 48,667 48,667(3) D
Options (Right to Buy) $22.99 04/01/2010 03/31/2019 Common Stock 48,667 48,667(3) D
Options (Right to Buy) $35.6 04/01/2011 03/31/2020 Common Stock 48,667 48,667(3) D
Options (Right to Buy) $62.34 04/02/2008 04/01/2017 Common Stock 28,607 28,607(3) D
Options (Right to Buy) $57.81 04/03/2007 04/02/2016 Common Stock 29,003 29,003(3) D
Options (Right to Buy) $30.93 08/01/2003 07/31/2012 Common Stock 60,000 60,000(3) D
Explanation of Responses:
1. Represents acquisition of beneficial ownership due to the achievement of performance goal under performance share unit award.
2. Reflects forfeiture due to non-achievement of performance goal.
3. Total derivative security amount shown includes options previously reported and reflects full amount of shares underlying options.
/s/ David L. Murphy 02/23/2011
** 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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