MCDONALDS CORP — Director's Dealing 2013

Feb 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2013-02-13

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-13	Options (Right to Buy)	$94.00	A	19947	Acquired	2023-02-13	Common Stock (19947)	Direct
2013-02-13	Restricted Stock Units	$	A	3990	Acquired	2016-02-13	Common Stock (3990)	Direct
2013-02-13	Restricted Stock Units	$	A	4681	Acquired	2016-02-13	Common Stock (4681)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	676	Direct
Common Stock	6297.26	Indirect

Footnotes

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

F2: Each restricted stock unit (RSU) represents a right to acquire one share of McDonald's Corporation common stock. Upon vesting, payout under the RSUs will be in the form of shares or, at the discretion of the Compensation Committee of the Board of Directors, the cash value thereof. No dividend, voting or other shareholder rights attach to the RSUs until they vest and only if the payout upon vesting is in shares of common stock.

F3: Subject to performance vesting condition based on diluted earnings per share growth.

F4: Subject to performance vesting condition based on operating income growth, return on incremental invested capital and total shareholder return, 50% of the award will vest upon the date shown and the remaining 50% of the award is eligible to vest upon the reporting person's separation from the Company.