MCDONALDS CORP — Director's Dealing 2011

Nov 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2011-11-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-11	Common Stock	M	4668	$36.37	Acquired	18421	Direct
2011-11-11	Common Stock	S	4668	$93.90	Disposed	13753	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-11	Options (Right to Buy)	$36.37	M	4668	Disposed	2016-02-14	Common Stock (4668)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	425	Indirect
Common Stock	6	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (15325.17)	15325.17	Indirect

Footnotes

F1: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

F2: Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

F3: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.