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: Fields Janice L (President, McDonald's USA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-22	Common Stock	M	26400	$35.25	Acquired	50133	Direct
2012-10-22	Common Stock	S	50090	$88.6449	Disposed	43	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-22	Options (Right to Buy)	$35.25	M	26400	Disposed	2013-03-21	Common Stock (26400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	39887.26	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (4887.92)	4887.92	Indirect

Footnotes

F1: Includes shares acquired through dividend reinvestment.

F2: This transaction was executed in multiple trades at prices ranging from $88.60 to $88.69 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 the 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.