MCDONALDS CORP — Director's Dealing 2011

Feb 9, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2011-02-01

Reporting Person: NEWELL KEVIN L (Corp Exec VP, Brand Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	68	Direct
Common Stock	397.41	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (Right to Buy)	$33.10	2015-09-28	Common Stock (2536)		Direct
Options (Right to Buy)	$36.37	2016-02-14	Common Stock (4040)		Direct
Options (Right to Buy)	$45.02	2017-02-14	Common Stock (6996)		Direct
Options (Right to Buy)	$56.64	2018-02-13	Common Stock (8713)		Direct
Options (Right to Buy)	$57.08	2019-02-11	Common Stock (8829)		Direct
Options (Right to Buy)	$63.25	2020-02-10	Common Stock (9958)		Direct
Restricted Stock Units	$	2011-02-13	Common Stock (1245)		Direct
Restricted Stock Units	$	2012-02-11	Common Stock (1262)		Direct
Restricted Stock Units	$	2013-02-10	Common Stock (1423)		Direct
Phantom Stock	$		Common Stock (1076.88)		Indirect

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

F4: Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.