Edgar Filing: MCKESSON CORP

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BEER JAMES A

2. Issuer Name and Ticker or Trading Symbol
MCKESSON CORP [MCK]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP & Chief Financial Officer

(Last)

(First)

(Middle)

ONE POST STREET

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2013

(Street)

SAN FRANCISCO, CA 94104

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right-to-buy)

$ 155.87 ⁽¹⁾

10/29/2013⁽¹⁾

43,806 ⁽¹⁾

⁽¹⁾

10/29/2020⁽¹⁾

Common Stock

43,806 ⁽¹⁾

$ 0 ⁽¹⁾

43,806 ⁽¹⁾

Restricted Stock Units

$ 0 ⁽²⁾

10/29/2013⁽²⁾

35,286 ⁽²⁾

⁽²⁾

Common Stock

35,286 ⁽²⁾

$ 0 ⁽²⁾

35,286 ⁽²⁾

Restricted Stock Units

$ 0 ⁽³⁾

10/29/2013⁽³⁾

6,416 ⁽³⁾

⁽³⁾

Common Stock

6,416 ⁽³⁾

$ 0 ⁽³⁾

6,416 ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BEER JAMES A ONE POST STREET SAN FRANCISCO, CA 94104			EVP & Chief Financial Officer

Signatures

Donna Spinola, Attorney-in-fact		10/31/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	In a Form 4 filed on October 10, 2013, the following was reported: (a) in accordance with an offer letter, effective October 9, 2013 (the "Hire Date") Mr. Beer became entitled to receive an option award to purchase shares of the Company's common stock valued at $1,270,000 on the date the trading window for directors and executive officers of the Company opened; (b) the number of options to be received by Mr. Beer would be determined by dividing the award value by a Black-Scholes value based on the closing price of the Company's stock on the date of grant; and (c) the option award would vest 25% per year from the Hire Date, assuming continued employment through the vesting date. Based on the foregoing, on October 29, 2013, the date on which the trading window for directors and executive officers opened (the "Window Opening"), 43,806 options were granted to Mr. Beer.
(2)	In a Form 4 filed on October 10, 2013, the following was reported: (a) in accordance with an offer letter, effective the Hire Date Mr. Beer became entitled to receive a new hire grant of restricted stock units ("RSUs") valued at $5,500,000 on the Window Opening; (b) the number of RSUs to be received by Mr. Beer would be determined by dividing the award value by the closing price of the Company's stock on the date of the RSU grant; and (c) the RSU grant would (i) represent the contingent right to receive shares of the Company's common stock valued at $5,500,000, and (ii) vest 50% on each of June 1, 2014 and June 1, 2015, assuming continued employment through the vesting date. Based on the foregoing, on the Window Opening, 35,286 RSUs were granted to Mr. Beer.
(3)	In a Form 4 filed on October 10, 2013, the following was reported: (a) in accordance with an offer letter, effective the Hire Date Mr. Beer became entitled to receive a special grant of RSUs valued at $1,000,000 on the Window Opening; (b) the number of RSUs to be received by Mr. Beer would be determined by dividing the award value by the closing price of the Company's stock on the date of the RSU grant; and (c) the RSU grant would (i) represent the contingent right to receive shares of the Company's common stock valued at $1,000,000, and (ii) vest 100% on the third anniversary of the Hire Date, assuming continued employment through the vesting date. Based on the foregoing, on the Window Opening, 6,416 RSUs were granted to Mr. Beer.

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