SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Foust Andrew (Last) (First) (Middle) 24 SCHILLING ROAD SUITE 1 (Street) HUNT VALLEY MD 21031 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/30/2023	3. Issuer Name and Ticker or Trading Symbol MCCORMICK & CO INC [ MKC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President, Americas	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock - Voting	2,633.978	D
Common Stock - Non Voting	313.106	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options - Right to Buy	03/27/2020(1)	03/27/2029	Common Stock - Voting	1,366	73.695	D
Options - Right to Buy	04/01/2021(1)	04/01/2030	Common Stock - Voting	4,022	69.31	D
Options - Right to Buy	03/31/2022(1)	03/31/2031	Common Stock - Voting	4,358	89.16	D
Options - Right to Buy	03/30/2023(1)	03/30/2032	Common Stock - Voting	5,082	97.26	D
Options - Right to Buy	03/29/2024(1)	03/29/2033	Common Stock - Voting	6,460	81.79	D
Options - Right to Buy	11/30/2020(2)	11/30/2030	Common Stock - Voting	34,062	93.49	D
Restricted Stock Units	03/31/2022(3)	03/31/2024	Common Stock - Voting	309	0	D
Restricted Stock Units	03/30/2023(4)	03/30/2025	Common Stock - Voting	795	0	D
Restricted Stock Units	03/29/2024(5)	03/29/2026	Common Stock - Voting	1,599	0	D

Explanation of Responses:

1. The option grant becomes exercisable in thirds of each of the first three (3) grant anniversaries.

2. The option grant vests after the third anniversary date and is only exercisable if certain stock price performance requirements are met. The performance requirements are an increase in the common stock non-voting price of 60% for 1/3 of the options, an increase in the common stock non-voting price of 80% for 1/3 of the options, and an increase in the common stock non-voting price of 100% for 1/3 of the options, in each case within five years of the grant date. Both the vesting date and performance requirements must be met for the portion of the grant to become exercisable.

3. The Restricted Stock Units vest in thirds over a three-year period beginning March 15, 2022, March 15, 2023 and March 15, 2024.

4. The Restricted Stock Units vest in thirds over a three-year period beginning March 15, 2023, March 15, 2024 and March 15, 2025.

5. The Restricted Stock Units vest in thirds over a three-year period beginning March 15, 2024, March 15, 2025 and March 15, 2026.

	Jason E. Wynn	07/10/2023
	** 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 5 (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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