MCDONALDS CORP — Director's Dealing 2012

Nov 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2012-11-01

Reporting Person: Armario Jose (Corp Exec VP, Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-01	Common Stock	M	18322	$45.02	Acquired	38436	Direct
2012-11-01	Common Stock	M	15363	$56.64	Acquired	53799	Direct
2012-11-01	Common Stock	S	33685	$87.0097	Disposed	20114	Direct
2012-11-02	Common Stock	M	6883	$56.64	Acquired	26997	Direct
2012-11-02	Common Stock	S	6883	$87.45	Disposed	20114	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-01	Options (Right to Buy)	$45.02	M	18322	Disposed	2017-02-14	Common Stock (18322)	Direct
2012-11-01	Options (Right to Buy)	$56.64	M	15363	Disposed	2018-02-13	Common Stock (15363)	Direct
2012-11-02	Options (Right to Buy)	$56.64	M	6883	Disposed	2018-02-13	Common Stock (6883)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8957.86	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (24379.70)	24379.70	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $87.00 to $87.10 per share. The price reported represents the weighted average sales price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

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

F3: Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

F4: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.