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MCDONALDS CORP Director's Dealing 2009

Jul 2, 2009

29783_dirs_2009-07-02_e707c90b-23fb-4e55-bd3a-e1c17c93916b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2009-06-30

Reporting Person: STONE ROGER W (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-06-30 Phantom Stock $ A 504.436 Acquired Common Stock (504.436) Direct
2009-06-30 Phantom Stock $ D 615.726 Disposed Common Stock (615.726) Direct

Footnotes

F1: Each share of phantom stock is the economic equivalent of one share of common stock and shall be settled in cash, pursuant to the Directors' Deferred Compensation Plan (the "Plan").

F2: Acquisition of phantom stock pursuant to the Plan in transaction exempt under Rule 16b-3(d)(1). Amount represents deferred compensation.

F3: Payment of phantom stock may be deferred until the earlier of the director's retirement date or other termination from the Board or a specific future date pursuant to an election.

F4: Includes shares acquired through dividend reinvestment.

F5: Cash out of a specified portion of a phantom stock account pursuant to an election made under the Plan.