MCDONALDS CORP — Director's Dealing 2012

Oct 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2012-10-26

Reporting Person: Stratton Jeffrey P (Corp Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-26	Common Stock	M	5000	$45.02	Acquired	21095	Direct
2012-10-26	Common Stock	S	5000	$86.9516	Disposed	16095	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-26	Options (Right to Buy)	$45.02	M	5000	Disposed	2017-02-14	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	425	Indirect
Common Stock	6	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (16140.22)	16140.22	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $86.95 to $86.9521 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 in 25% increments 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.