MCDONALDS CORP — Director's Dealing 2011

Jun 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2011-06-10

Reporting Person: GOARE DOUGLAS M (Corp Exec VP, Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-10	Common Stock	M	13850	$36.37	Acquired	15018	Direct
2011-06-10	Common Stock	S	13850	$80.8497	Disposed	1168	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-10	Options (Right to Buy)	$36.37	M	13850	Disposed	2016-02-14	Common Stock (13850)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16929.47	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (5005.90)	5005.90	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $80.84 to $80.87 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 a 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.