UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 2)*
McCormick
& Company, Incorporated
(Title of Class of Securities)
W.
Geoffrey Carpenter
c/o
McCormick & Company, Incorporated
18
Loveton Circle
Sparks,
Maryland 21152
(410)
771-7301
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box: o
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* 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.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE
13D
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CUSIP
NO.
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579780206
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1
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NAMES
OF REPORTING PERSON
Robert
J. Lawless
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|
2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
160;
(a) o
(b) o
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|
|
|
|
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3
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SEC
USE ONLY
|
|
4
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SOURCE
OF FUNDS (SEE INSTRUCTIONS)
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)
o
|
| |
|
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Canada
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE
VOTING POWER
1,222,800
|
|
8
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SHARED
VOTING POWER
-0-
|
|
9
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SOLE
DISPOSITIVE POWER
|
|
10
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SHARED
DISPOSITIVE POWER
-0-
|
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
160;
o
|
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
|
|
14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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_________________________________
1
Includes 858,481 shares of
Common Stock which could be acquired pursuant to the exercise of vested but
unexercised stock options.
2 Based
upon 12,400,370 shares outstanding as of December 31, 2009, plus 858,481 shares
that would become outstanding upon
exercise
of the Reporting Person’s vested but unexercised stock
options.
This
Amendment No. 2 (the “Amendment”) amends and supplements the Schedule 13D
originally filed with the Securities and Exchange Commission (the “Commission”)
on May 6, 2005, (the “Schedule 13D”), by Robert J. Lawless (the “Reporting
Person”), as amended by Amendment No. 1 to the Schedule 13D filed with the
Commission on May 28, 2009, relating to the Common Stock, no par value (the
“Common Stock”), of McCormick & Company, Incorporated (the “Issuer”).
Capitalized terms used but not otherwise defined in this Amendment shall have
the meanings ascribed to such terms in the Schedule 13D.
Items
5(a), (b) and (c) of the Schedule 13D, as amended, are restated as
follows:
Item 5.
Interest in Securities
of the Issuer
(a), (b)
As of the date hereof, based upon 12,400,370 shares of the Issuer’s Common Stock
outstanding as of December 31, 2009, the Reporting Person’s beneficial ownership
of 1,222,800 shares of Common Stock represented 9.2% of the Issuer’s Common
Stock. Of this amount, the Reporting Person has the right to acquire
858,481 shares of Common Stock through the exercise of vested but unexercised
stock options. The reporting person has the sole power to vote or
dispose of all shares of Common Stock beneficially owned by him.
(c) The
Reporting Person has effected no transactions in the Common Stock of the Issuer
within the past sixty days except as follows: on December 3, 2009 the Reporting
Person exercised an option to acquire 214,500 shares of Common Stock at a price
per share of $21.375, and on December 10, 2009, the Reporting Person made a
charitable gift of 22,124 shares of Common Stock for no
consideration.
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: January
26, 2010
| |
/s/ Robert J.
Lawless
Robert J.
Lawless
|
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