MCDONALDS CORP — Director's Dealing 2010

Sep 14, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2010-09-10

Reporting Person: Stratton Jeffrey P (Corp Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-30	Common Stock	G	425	—	Disposed	11488	Direct
2010-04-30	Common Stock	G	425	—	Acquired	425	Indirect
2010-09-10	Common Stock	M	3500	$26.63	Acquired	14988	Direct
2010-09-10	Common Stock	M	5865	$32.60	Acquired	20853	Direct
2010-09-10	Common Stock	S	9365	$74.622	Disposed	11488	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-10	Options (Right to Buy)	$26.63	M	3500	Disposed	2014-02-16	Common Stock (3500)	Direct
2010-09-10	Options (Right to Buy)	$32.60	M	5865	Disposed	2015-02-16	Common Stock (5865)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6	Indirect
Common Stock	14020.208	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (9117.848)	9117.848	Indirect

Footnotes

F1: Represents gift of shares to reporting person's wife.

F2: This transaction was executed in multiple trades at prices ranging from $74.62 to $74.63 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.

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

F4: Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

F5: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.