MCDONALDS CORP — Director's Dealing 2009

Mar 25, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2009-03-23

Reporting Person: SKINNER JAMES A (Director, Vice Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-03-23	Common Stock	M	50666	—	Acquired	196904	Direct
2009-03-23	Common Stock	F	18175	$55.16	Disposed	178729	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-03-23	Restricted Stock Units	$	M	50666	Disposed	2009-03-23	Common Stock (50666)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	44220	Indirect
Common Stock	47501	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (36768)	36768	Indirect

Footnotes

F1: Each restricted stock unit represents a right to acquire one share of McDonald's Corporation common stock.

F2: Vesting of these restricted stock units was contingent upon the Company's achievement of required performance measures.

F3: Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

F4: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.