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MCDONALDS CORP Director's Dealing 2010

Aug 11, 2010

29783_dirs_2010-08-11_6f9eb84a-4a6f-4f78-8d23-846436ec6e24.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: 2010-08-10

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-03-16 Common Stock G 2441 Disposed 30106 Direct
2010-03-16 Common Stock G 2441 Acquired 2441 Indirect
2010-08-10 Common Stock M 2599 $35.25 Acquired 32705 Direct
2010-08-10 Common Stock M 25299 $32.60 Acquired 58004 Direct
2010-08-10 Common Stock S 27898 $72.1917 Disposed 30106 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-08-10 Options (Right to Buy) $35.25 M 2599 Disposed 2013-03-21 Common Stock (2599) Direct
2010-08-10 Options (Right to Buy) $32.60 M 25299 Disposed 2015-02-16 Common Stock (25299) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1386 Indirect
Common Stock 1126 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock $ Common Stock (19204.86) 19204.86 Indirect

Footnotes

F1: Represents transfer of shares to a living trust of which the reporting person and his spouse are the sole trustees and beneficiaries.

F2: These shares are held in the living trust referenced in footnote 1.

F3: This transaction was executed in multiple trades at prices ranging from $72.13 to $72.36 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.

F4: Includes shares acquired through dividend reinvestment.

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.