MCDONALDS CORP — Director's Dealing 2011

Apr 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2011-04-25

Reporting Person: SKINNER JAMES A (Director, Vice Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-25	Common Stock	M	100000	$40.4375	Acquired	284071	Direct
2011-04-25	Common Stock	S	131012	$76.6726	Disposed	153059	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-25	Options (Right to Buy)	$40.4375	M	100000	Disposed	2012-05-19	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	95796	Indirect
Common Stock	2926	Indirect
Common Stock	50788.80	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (38877.69)	38877.69	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $76.54 to $77.04 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: These shares are held in a trust for the benefit of the reporting person's daughter. The reporting person's wife is a trustee of the trust.

F3: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

F4: Each share of phantom stock represents a 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.