X0306 4 2013-04-15 0000064040 MCGRAW-HILL COMPANIES INC MHP 0001449719 BERISFORD JOHN L 1221 AVENUE OF THE AMERICAS NEW YORK NY 10020-1095 1 EVP, Human Resources Common Stock 2013-04-15 4 M 0 8355.0000 0.0000 A 43741.0000 D Common Stock 2013-04-15 4 D 0 8355.0000 51.2300 D 35386.0000 D Restricted Stock Units 2013-04-15 4 M 0 8355.0000 0.0000 D Common Stock 8355.0000 0.0000 D Options (Right to Buy) 37.4100 2012-04-01 2021-03-31 Common Stock 42006.0000 42006.0000 D Options (Right to Buy) 51.5500 2014-04-01 2023-03-31 Common Stock 17684.0000 17684.0000 D Pursuant to SEC guidance, the cash settlement of RSUs is reported as the acquisition and simultaneous disposition to the issuer of shares. No actual shares, however, are involved in the settlement, as the reporting person instead receives a cash settlement based on the value of the common stock. Settlement of the RSUs results in no net change in the number of shares of common stock beneficially owned by the reporting person. Each restricted stock unit ("RSU") represents the right to receive the cash value of one share of Common Stock upon settlement. One-half of the award of RSUs vested on April 15, 2012. The remaining one-half of the award of RSUs is scheduled to vest on April 15, 2013. /s/ John L. Berisford 2013-04-16