MCDONALDS CORP — Director's Dealing 2009

Feb 18, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2009-02-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-13	Common Stock	M	37950	$35.25	Acquired	68896	Direct
2009-02-13	Common Stock	S	37950	$57.4282	Disposed	30946	Direct
2009-02-14	Common Stock	M	8249	—	Acquired	39195	Direct
2009-02-14	Common Stock	F	2430	$56.81	Disposed	36765	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-13	Options (Right to Buy)	$35.25	M	37950	Disposed	2013-03-21	Common Stock (37950)	Direct
2009-02-14	Restricted Stock Units	$	M	8249	Disposed	2009-02-14	Common Stock (8249)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18980	Indirect
Common Stock	927	Indirect
Common Stock	637	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (18335.08)	18335.08	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $57.32 to $57.51 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: These shares are held in a living trust of which the reporting person and his spouse are the sole trustees and beneficiaries.

F3: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

F4: Each restricted stock unit represents a right to acquire one share of McDonald's Corporation common stock.

F5: Vesting of these restricted stock units was contingent upon the Company's achievement of required performance measures.

F6: Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

F7: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.