MCDONALDS CORP — Director's Dealing 2009

Sep 22, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2009-09-18

Reporting Person: Alvarez Ralph (Director, President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-03-31	Common Stock	G	9699	—	Disposed	0	Direct
2009-09-18	Common Stock	M	33405	—	Acquired	33405	Direct
2009-09-18	Common Stock	F	13179	$57	Disposed	20226	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-09-18	Restricted Stock Units	$	M	33405	Disposed	2009-09-18	Common Stock (33405)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18363	Indirect
Common Stock	12410	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (31601.28)	31601.28	Indirect

Footnotes

F1: This transaction involved a gift of securities by the reporting person to a trust for the benefit of his wife, who is the grantor and trustee of the trust.

F2: These shares are held in the trust described in footnote one.

F3: Each restricted stock unit represents a right to acquire one share of McDonald's Corporation common stock.

F4: Vesting of these restricted stock units was contingent upon the Company's achievement of required performance measures.

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.