MCDONALDS CORP — Director's Dealing 2012

Nov 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Fenton Timothy J (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-01	Common Stock	M	28315	$45.02	Acquired	57461	Direct
2012-11-01	Common Stock	S	28315	$86.614	Disposed	29146	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-01	Options (Right to Buy)	$45.02	M	28315	Disposed	2017-02-14	Common Stock (28315)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10798	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (20314.80)	20314.80	Indirect

Footnotes

F1: Excludes 4,000 shares previously owned directly which were contributed to a trust.

F2: This transaction was executed in multiple trades at prices ranging from $86.60 to $86.64 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.

F3: Includes 4,000 shares previously owned directly. The reporting person no longer has a reportable beneficial interest in 3,159 shares owned by his sons and included in the reporting person's prior ownership reports.

F4: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

F5: Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

F6: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.