SEC Form SC 13D/A filed by McCormick & Company Incorporated (Amendment)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  Lawrence E. Kurzius

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  PF/OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   SOLE VOTING POWER *

  1,967,254

  SHARED VOTING POWER *

  -0-

  SOLE DISPOSITIVE POWER *

  1,967,254

  SHARED DISPOSITIVE POWER *

  -0-

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,967,254

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *

  10.4%¹

  TYPE OF REPORTING PERSON (See Instructions)

  IN

See Item 5.

Based on (i) 17,393,503 shares of Common Stock outstanding as of February 28, 2023 as reported in the Issuer’s Form 10-Q filed on March 28, 2023 plus (ii) 1,572,182 shares that may become issuable upon the exercise of stock options held by the Reporting Person (including stock options that would become immediately exercisable upon a qualifying retirement) and shares of Common Stock held in a trust controlled by an independent trustee which the Reporting Person may reacquire within 60 days.

As of the date hereof, the Reporting Person beneficially owns, in aggregate, 1,967,254 shares of Common Stock, representing 10.4% of the Issuer’s outstanding shares of Common Stock. The Reporting Person’s beneficial ownership includes 1,572,182 shares of Common Stock that may be acquired within 60 days of the date hereof pursuant to the exercise of vested stock options (including stock options that would become immediately exercisable upon a qualifying retirement) and shares of Common Stock held in a trust controlled by an independent trustee which the Reporting Person may reacquire within 60 days.

Number of shares to which such person has:

Sole power to vote or direct the vote: 1,967,254

Shared power to vote or direct the vote: -0-

Sole power to dispose or direct the disposition: 1,967,254

Shared power to dispose or direct the disposition: -0-

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 March 15, 2023, the Reporting Person acquired 4,307 shares of Common Stock from the vesting of RSUs, and (ii) on March 29, 2023, the Issuer granted the Reporting Person a stock option for 222,223 shares of Common Stock pursuant to the Issuer’s 2022 Omnibus Incentive Plan.