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MCDONALDS CORP Director's Dealing 2010

Oct 26, 2010

29783_dirs_2010-10-26_67560785-3f66-412b-a2ec-6222da13e69f.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: 2010-10-22

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-04-30 Common Stock G 2926 Disposed 18922 Indirect
2010-04-30 Common Stock G 2926 Acquired 2926 Indirect
2010-10-22 Common Stock M 235000 $28.75 Acquired 459637 Direct
2010-10-22 Common Stock S 235000 $78.4267 Disposed 224637 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-10-22 Options (Right to Buy) $28.75 M 235000 Disposed 2012-03-20 Common Stock (235000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 49809.76 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock $ Common Stock (38334.89) 38334.89 Indirect

Footnotes

F1: Represents gift of shares to a trust for the benefit of the reporting person's daughter. The reporting person's spouse is a trustee of the trust.

F2: 10,330 shares that were previously reported as held in a grantor retained annuity trust are now held directly by the reporting person.

F3: These shares are held in the trust referenced in footnote 1.

F4: This transaction was executed in multiple trades at prices ranging from $78.01 to $78.70 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.

F5: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

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.