MCDONALDS CORP — Director's Dealing 2014

Jun 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2014-06-13

Reporting Person: KOZIOL KENNETH M (Corp Exec VP Chf Restr Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-13	Common Stock	M	14812	$32.60	Acquired	14820	Direct
2014-06-13	Common Stock	S	14812	$100.4275	Disposed	8	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-13	Options (Right to Buy)	$32.60	M	14812	Disposed	2015-02-16	Common Stock (14812)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (14095.13)	14095.13	Indirect

Footnotes

F1: This transaction was executed in multiple trades ranging from $100.42 and $100.46 per share. The price reported represents the weighted average sales price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

F2: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

F3: Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

F4: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.