MCDONALDS CORP — Director's Dealing 2011

Feb 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2011-02-09

Reporting Person: Fields Janice L (President, McDonald's USA)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-09	Options (Right to Buy)	$75.93	A	33189	Acquired	2021-02-09	Common Stock (33189)	Direct
2011-02-09	Restricted Stock Units	$	A	4742	Acquired	2014-02-09	Common Stock (4742)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18371	Direct
Common Stock	37782.64	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (4680.53)	4680.53	Indirect

Footnotes

F1: Includes shares acquired through dividend reinvestment.

F2: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

F3: Each restricted stock unit (RSU) represents a right to acquire one share of McDonald's Corporation common stock. Upon vesting, payout under the RSUs will be in the form of shares or, at the discretion of the Compensation Committee of the Board of Directors, the cash value thereof. No dividend, voting or other shareholder rights attach to the RSUs until they vest and only if the payout upon vesting is in shares of common stock.

F4: Contain performance vesting condition based on diluted earnings per share growth during the performance period.

F5: Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.

F6: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.