MCDONALDS CORP — Director's Dealing 2010

Feb 12, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2010-02-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-10	Common Stock	M	6400	$29.43	Acquired	7120	Direct
2010-02-10	Common Stock	S	6400	$63.3262	Disposed	720	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-10	Options (Right to Buy)	$29.43	M	6400	Disposed	2011-02-02	Common Stock (6400)	Direct
2010-02-10	Options (Right to Buy)	$63.25	A	12447	Acquired	2020-02-10	Common Stock (12447)	Direct
2010-02-10	Restricted Stock Units	$	A	1779	Acquired	2013-02-10	Common Stock (1779)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2827.88	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (57.98)	57.98	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $63.31 to $63.35 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 restricted stock unit (RSU) represents a right to acquire one share of McDonald's Corporation common stock. Upon vesting, payout under the RSUs will be in the form of shares or, at the discretion of the Compensation Committee of the Board of Directors, the cash value thereof. No dividend, voting or other shareholder rights attach to the RSUs until they vest and only if the payout upon vesting is in shares of common stock.

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.