MCDONALDS CORP — Director's Dealing 2012

Oct 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2012-10-22

Reporting Person: GOARE DOUGLAS M (President, McDonald's Europe)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-22	Common Stock	M	11659	$45.02	Acquired	14205	Direct
2012-10-22	Common Stock	S	11659	$88.7875	Disposed	2546	Direct
2012-10-22	Common Stock	S	2540	$88.9510	Disposed	6	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-22	Options (Right to Buy)	$45.02	M	11659	Disposed	2017-02-14	Common Stock (11659)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17495.58	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (5156.91)	5156.91	Indirect

Footnotes

F1: The total number of shares shown as beneficially owned by the reporting person excludes 18 shares inadvertently included in the reporting person's holdings on his previous Form 4 filed on June 12, 2012.

F2: This transaction was executed in multiple trades at prices ranging from $88.75 to $88.87 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: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

F4: Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.

F5: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.