MCDONALDS CORP — Director's Dealing 2012

Jul 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2012-06-29

Reporting Person: Thompson Donald (Director, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-29	Options (Right to Buy)	$88.53	A	169396	Acquired	2022-06-29	Common Stock (169396)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31869	Direct
Common Stock	19045.52	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (13093.69)	13093.69	Indirect

Footnotes

F1: The stock options become exercisable in four equal installments on each of the first four anniversaries of the grant date, contingent upon the reporting person's continued employment by McDonald's on each such vesting date.

F2: Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.

F3: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.