MCDONALDS CORP - Director's Dealing 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2009-10-23

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

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-23	Common Stock	G	5819	—	Disposed	30946	Direct
2009-07-27	Common Stock	G	440	—	Disposed	30506	Direct
2009-10-23	Common Stock	G	400	—	Disposed	30106	Direct
2009-04-23	Common Stock	G	5819	—	Acquired	24799	Indirect
2009-07-27	Common Stock	G	440	—	Acquired	1099	Indirect
2009-10-23	Common Stock	G	400	—	Acquired	1352	Indirect
2009-10-23	Common Stock	S	6790	$59.20	Disposed	18009	Indirect
2009-10-23	Common Stock	S	1710	$59.21	Disposed	16299	Indirect

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (18797.21)	18797.21	Indirect

F1: Represents transfer of shares to a living trust of which the reporting person and his spouse are the sole trustees and beneficiaries.

F2: Represents a gift of shares to one of the reporting person's financially dependent sons.

F3: Includes dividends reinvested.

F4: These shares are held in the living trust referenced in footnote 1.

F5: Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

F6: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.