Alexander Matturri JR Form 4 MCGRAW HILL FINANCIAL / Alexander Matturri JR ownership change

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^*

Matturri Alexander JR

(Last) (First) (Middle)

55 WATER STREET

(Street)

NEW YORK NY 10041

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, S&P Dow Jones Indices

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2015

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2015		J		66.63	A	$0.0000	11,568.56(1)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.0000(2)	06/01/2015		A		810		12/31/2017	12/31/2017	Common Stock	810	$0.0000	810	D
Options (Right to Buy)	$36.91							04/01/2009	03/31/2018	Common Stock	3,761		3,761	D
Options (Right to Buy)	$21.95							04/01/2010	03/31/2019	Common Stock	5,372		5,372	D
Options (Right to Buy)	$33.98							04/01/2011	03/31/2020	Common Stock	5,104		5,104	D
Options (Right to Buy)	$37.41							04/01/2012	03/31/2021	Common Stock	5,560		5,560	D
Options (Right to Buy)	$67.19							06/01/2008	05/31/2017	Common Stock	1,729		1,729	D
Options (Right to Buy)	$24.23							10/01/2010	09/30/2019	Common Stock	2,014		2,014	D

Explanation of Responses:

1. Includes shares acquired under MHFI Stock Fund during 2015.

2. Each restricted stock unit represents a contingent right to receive one share of MHFI common stock.

	/s/ Alexander Matturri Jr.	06/02/2015
	** 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).
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