SEC Form SC 13D/A filed by McCormick & Company Incorporated (Amendment)
(Amendment No. 2)*
CUSIP NO.
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579780206
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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Lawrence E. Kurzius
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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PF/OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER *
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1,420,539
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8
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SHARED VOTING POWER *
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-0-
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9
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SOLE DISPOSITIVE POWER *
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1,420,539
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10
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SHARED DISPOSITIVE POWER *
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,420,539
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *
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7.5%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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(a)
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As of the date hereof, the Reporting Person beneficially owns, in aggregate, 1,420,539 shares of Common Stock, representing 7.5% of the Issuer’s
outstanding shares of Common Stock. The Reporting Person’s beneficial ownership consists of 1,187,607 shares of Common Stock that may be acquired within 60 days of the date hereof pursuant to the exercise of vested stock options and shares
of Common Stock held in a trust controlled by an independent trustee which the Reporting Person may reacquire within 60 days.
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(b)
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Number of shares to which such person has:
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(i)
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Sole power to vote or direct the vote: 1,420,539
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(ii)
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Shared power to vote or direct the vote: -0-
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(iii)
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Sole power to dispose or direct the disposition: 1,420,539
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(iv)
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Shared power to dispose or direct the disposition: -0-
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(c)
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The Reporting Person has effected no transactions in the Common Stock within the past sixty days, except as previously reported on Forms 4 filed with the Commission as follows: (i) on January 10, 2022, the
Reporting Person acquired 115.803 shares of Common Stock underlying phantom stock in the Issuer’s deferred compensation program, (ii) on January 24, 2022, the Issuer awarded the Reporting Person 81,208 shares of Common Stock pursuant to the
Issuer’s Long-Term Incentive Program (LTIP) for the three year performance cycle beginning on December 1, 2018 and ending on November 30, 2021, of which 39,224 shares were withheld for taxes, (iii) on January 28, 2022 the Reporting Person
exercised stock options to purchase 8,400 shares of Common Stock at an exercise price of $35.55, which shares the Reporting Person sold that same day in an open market transaction at a price of $98 per share, and (iv) on January 31, 2022, the
Reporting Person exercised stock options to purchase 90,000 shares of Common Stock at an exercise price of $35.55, which shares the Reporting Person sold that same day in an open market transaction at a price of $100.0851 per share.
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Lawrence E. Kurzius
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By:
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/s/ Lawrence E. Kurzius
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