MCDONALDS CORP — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2011-02-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-13	Common Stock	M	3311	—	Acquired	14799	Direct
2011-02-13	Common Stock	F	1042	$76.14	Disposed	13757	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-13	Restricted Stock Units	$	M	3311	Disposed	2011-02-13	Common Stock (3311)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	425	Indirect
Common Stock	6	Indirect
Common Stock	14181.37	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (9343.99)	9343.99	Indirect

Footnotes

F1: Each restricted stock unit represents a right to acquire one share of McDonald's Corporation common stock.

F2: Vesting of these restricted stock units was contingent upon the Company's achievement of required performance measures.

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.