MCDONALDS CORP — Director's Dealing 2010

Aug 11, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2010-08-10

Reporting Person: Ozan Kevin (Corp Sr Vice Pres - Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-10	Common Stock	M	7200	$28.75	Acquired	8390	Direct
2010-08-10	Common Stock	S	7200	$72.6354	Disposed	1190	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-10	Options (Right to Buy)	$28.75	M	7200	Disposed	2012-03-20	Common Stock (7200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2865.92	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (58.76)	58.76	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $72.62 to $72.66 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: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

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.