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: Fenton Timothy J (President, McDonald's APMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-13	Common Stock	M	6356	—	Acquired	35502	Direct
2011-02-13	Common Stock	F	1999	$76.14	Disposed	33503	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-13	Restricted Stock Units	$	M	6356	Disposed	2011-02-13	Common Stock (6356)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2441	Indirect
Common Stock	1706	Indirect
Common Stock	1453	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (19452.87)	19452.87	Indirect

Footnotes

F1: These shares are held in a living trust of which the reporting person and his spouse are the sole trustees and beneficiaries.

F2: Each restricted stock unit represents a right to acquire one share of McDonald's Corporation common stock.

F3: Vesting of these restricted stock units was contingent upon the Company's achievement of required performance measures.

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.