MCDONALDS CORP — Director's Dealing 2011

Jan 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2010-12-31

Reporting Person: STONE ROGER W (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-17	Options (Right to Buy)	$28.50	G	3000	Disposed	2011-05-17	Common Stock (3000)	Direct
2010-09-17	Options (Right to Buy)	$30.40	G	5000	Disposed	2012-05-23	Common Stock (5000)	Direct
2010-09-17	Options (Right to Buy)	$17.50	G	5000	Disposed	2013-05-22	Common Stock (5000)	Direct
2010-09-17	Options (Right to Buy)	$25.31	G	5000	Disposed	2014-05-20	Common Stock (5000)	Direct
2010-09-17	Options (Right to Buy)	$28.50	G	3000	Acquired	2011-05-17	Common Stock (3000)	Indirect
2010-09-17	Options (Right to Buy)	$30.40	G	5000	Acquired	2012-05-23	Common Stock (5000)	Indirect
2010-09-17	Options (Right to Buy)	$17.50	G	5000	Acquired	2013-05-22	Common Stock (5000)	Indirect
2010-09-17	Options (Right to Buy)	$25.31	G	5000	Acquired	2014-05-20	Common Stock (5000)	Indirect
2010-12-31	Phantom Stock	$	A	1986.711	Acquired		Common Stock (1986.711)	Direct

Footnotes

F1: The reporting person transferred this option as a gift to a revocable trust of which the reporting person is trustee.

F2: Options became exercisable in 33% increments on the first, second and third anniversary dates of the grant.

F3: Each share of phantom stock is the economic equivalent of one share of common stock and shall be settled in cash, pursuant to the Directors' Deferred Compensation Plan (the "Plan").

F4: Acquisition of phantom stock pursuant to the Plan in transaction exempt under Rule 16b-3(d)(1). Amount represents deferred compensation.

F5: Payment of phantom stock may be deferred until the earlier of the director's retirement date or other termination from the Board or a specific future date pursuant to an election.

F6: Includes shares acquired through dividend reinvestment.