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^*

MURPHY DAVID L

(Last)

(First)

(Middle)

1221 AVENUE OF THE AMERICAS

(Street)

NEW YORK

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)
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	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)
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)
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).
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