MCDONALDS CORP — Director's Dealing 2012

Dec 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2012-12-11

Reporting Person: Bensen Peter J (Corp Exec Vice Pres and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-11	Common Stock	M	12000	$26.63	Acquired	15963	Direct
2012-12-11	Common Stock	M	6000	$25.31	Acquired	21963	Direct
2012-12-11	Common Stock	S	18000	$89.75	Disposed	3963	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-11	Options (Right to Buy)	$26.63	M	12000	Disposed	2014-02-16	Common Stock (12000)	Direct
2012-12-11	Options (Right to Buy)	$25.31	M	6000	Disposed	2014-05-20	Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	250.95	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (21242.36)	21242.36	Indirect

Footnotes

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

F2: Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

F3: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.