MCDONALDS CORP — Director's Dealing 2013

Jul 30, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2013-07-26

Reporting Person: HOFFMANN DAVID L (President, McDonald's APMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-26	Common Stock	M	1771	$32.60	Acquired	2447	Direct
2013-07-26	Common Stock	S	1771	$97.8498	Disposed	676	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-26	Options (Right to Buy)	$32.60	M	1771	Disposed	2015-02-16	Common Stock (1771)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6390.96	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (307.02)	307.02	Indirect

Footnotes

F1: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

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.