MCDONALDS CORP — Director's Dealing 2012

Apr 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2012-03-31

Reporting Person: STONE ROGER W (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-31	Phantom Stock	$	D	1201.255	Disposed		Common Stock (1201.255)	Direct

Footnotes

F1: Each share of phantom stock is the economic equivalent of one share of common stock and shall be settled in cash, pursuant to the Directors' Deferred Compensation Plan (the "Plan").

F2: Distribution of a specified portion of the reporting person's Plan account pursuant to a prior election made under the Plan.

F3: Payment of phantom stock may be deferred until the earlier of the director's retirement date or other termination from the Board or a specific future date pursuant to an election.

F4: Includes shares acquired through dividend reinvestment.