MCDONALDS CORP — Director's Dealing 2009

Nov 17, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2009-11-13

Reporting Person: Fenton Timothy J (President, McDonald's APMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-11-13	Common Stock	S	16299	$62.4627	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30106	Direct
Common Stock	1099	Indirect
Common Stock	1352	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (18797.81)	18797.81	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $62.46 to $62.4815 per share. The price reported represents the weighted average sales price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

F2: The shares that were sold were held in a living trust of which the reporting person and his spouse are the sole trustees and beneficiaries.

F3: Includes dividends reinvested.

F4: Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

F5: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.