MCDONALDS CORP — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2011-12-31

Reporting Person: MCMILLAN CARY D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-25	Common Stock	G	1500	—	Disposed	14284	Direct
2011-03-15	Common Stock	G	1000	—	Disposed	13284	Direct
2011-11-01	Common Stock	G	1000	—	Disposed	12284	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-31	Phantom Stock	$	A	1295.724	Acquired		Common Stock (1295.724)	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: Acquisition of phantom stock pursuant to the Plan in transaction exempt under Rule 16b-3(d)(1). Amount represents deferred compensation.

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.