MCDONALDS CORP — Director's Dealing 2014

Apr 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2014-04-23

Reporting Person: Thompson Donald (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-23	Common Stock	M	30000	$25.31	Acquired	42248	Direct
2014-04-23	Common Stock	S	30000	$99.2431	Disposed	12248	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-23	Options (Right to Buy)	$25.31	M	30000	Disposed	2014-05-20	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31576	Indirect
Common Stock	20224.75	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (13672.54)	13672.54	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $99.09 to $99.34. 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: Held in account jointly owned by trusts for each of the reporting person and his spouse.

F3: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

F4: Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.

F5: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.