Sec Form 4 Filing - MCGRAW HAROLD III @ MCGRAW HILL FINANCIAL INC - 2014-02-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MCGRAW HAROLD III 2. Issuer Name and Ticker or Trading Symbol MCGRAW HILL FINANCIAL INC [ MHFI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1221 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2014 (Street) NEW YORK, NY10020-1095 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/10/2014 M 213,730 A $ 36.48 2,328,544.5858 D Common Stock 02/10/2014 M 174,970 A $ 53.87 2,503,514.5858 D Common Stock 02/10/2014 F 28,967 D $ 79.34 2,474,547.5858 D Common Stock 02/10/2014 F 57,771 D $ 79.34 2,416,776.5858 D Common Stock 02/10/2014 F 98,272 D $ 79.34 2,318,504.5858 D Common Stock 02/10/2014 F 118,801 D $ 79.34 2,199,703.5858 D Common Stock 02/11/2014 S 84,889 D $ 80.427 2,114,814.5858 D Common Stock 2,800 I By Spouse Common Stock 2,213,493.3 I By The Harold W. McGraw III Trust Common Stock 87,803 I By Trust for Daughter Common Stock 87,803 I By Trust for Son

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Options (Right to Buy) $ 53.87 02/10/2014 M 174,970 03/23/2007 03/31/2014 Common Stock 174,970 $ 0 0 D Options (Right to Buy) $ 36.48 02/10/2014 M 213,730 04/01/2005 03/31/2014 Common Stock 213,730 $ 0 0 D Options (Right to Buy) $ 41.29 04/01/2006 03/31/2015 Common Stock 350,560 350,560 D Options (Right to Buy) $ 36.91 04/01/2009 03/31/2018 Common Stock 339,100 339,100 D Options (Right to Buy) $ 21.95 04/01/2010 03/31/2019 Common Stock 339,100 339,100 D Options (Right to Buy) $ 33.98 04/01/2011 03/31/2020 Common Stock 339,100 339,100 D Options (Right to Buy) $ 37.41 04/01/2012 03/31/2021 Common Stock 232,767 232,767 D Options (Right to Buy) $ 51.55 04/01/2014 03/31/2023 Common Stock 97,989 97,989 D Options (Right to Buy) $ 59.51 04/02/2008 04/01/2017 Common Stock 200,812 200,812 D Options (Right to Buy) $ 55.18 04/03/2007 04/02/2016 Common Stock 205,409 205,409 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCGRAW HAROLD III 1221 AVENUE OF THE AMERICAS NEW YORK, NY10020-1095 X Signatures /s/ Harold McGraw III 02/11/2014 Signature of Reporting Person Date

Explanation of Responses:
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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