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^*

MCGRAW HAROLD III

(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 FINANCIAL INC [ MHFI ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2014

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	02/10/2014		M		213,730	A	$36.48	2,328,544.5858	D
Common Stock	02/10/2014		M		174,970	A	$53.87	2,503,514.5858	D
Common Stock	02/10/2014		F		28,967	D	$79.34	2,474,547.5858	D
Common Stock	02/10/2014		F		57,771	D	$79.34	2,416,776.5858	D
Common Stock	02/10/2014		F		98,272	D	$79.34	2,318,504.5858	D
Common Stock	02/10/2014		F		118,801	D	$79.34	2,199,703.5858	D
Common Stock	02/11/2014		S		84,889	D	$80.427	2,114,814.5858	D
Common Stock								2,800	I	By Spouse
Common Stock								2,213,493.3	I	By The Harold W. McGraw III Trust
Common Stock								87,803	I	By Trust for Daughter
Common Stock								87,803	I	By Trust for Son

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)	$53.87	02/10/2014		M			174,970	03/23/2007	03/31/2014	Common Stock	174,970	$0.0000	0.0000	D
Options (Right to Buy)	$36.48	02/10/2014		M			213,730	04/01/2005	03/31/2014	Common Stock	213,730	$0.0000	0.0000	D
Options (Right to Buy)	$41.29							04/01/2006	03/31/2015	Common Stock	350,560		350,560	D
Options (Right to Buy)	$36.91							04/01/2009	03/31/2018	Common Stock	339,100		339,100	D
Options (Right to Buy)	$21.95							04/01/2010	03/31/2019	Common Stock	339,100		339,100	D
Options (Right to Buy)	$33.98							04/01/2011	03/31/2020	Common Stock	339,100		339,100	D
Options (Right to Buy)	$37.41							04/01/2012	03/31/2021	Common Stock	232,767		232,767	D
Options (Right to Buy)	$51.55							04/01/2014	03/31/2023	Common Stock	97,989		97,989	D
Options (Right to Buy)	$59.51							04/02/2008	04/01/2017	Common Stock	200,812		200,812	D
Options (Right to Buy)	$55.18							04/03/2007	04/02/2016	Common Stock	205,409		205,409	D

Explanation of Responses:

	/s/ Harold McGraw III	02/11/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.