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: Easterbrook Stephen (President, McDonald's Europe)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-09	Options (Right to Buy)	$75.93	A	27658	Acquired	2021-02-09	Common Stock (27658)	Direct
2011-02-09	Restricted Stock Units	$	A	3952	Acquired	2014-02-09	Common Stock (3952)	Direct

Footnotes

F1: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

F2: 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.

F3: Contain performance vesting condition based on diluted earnings per share growth during the performance period.