MCDONALDS CORP — Director's Dealing 2011

Mar 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2011-03-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-15	Common Stock	S	14368.40	$75.12	Disposed	0	Indirect
2011-03-15	Common Stock	G	4	—	Disposed	13753	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-14	Phantom Stock	$	I	5287.85	Acquired		Common Stock (5287.85)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6	Indirect
Common Stock	425	Indirect

Footnotes

F1: Represents gift of shares to a custodial account for the benefit of the reporting person's nephew.

F2: Each share of phantom stock represents a 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.