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: 2014-04-24

Reporting Person: FLOERSCH RICHARD R (Corp Exec VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-24	Common Stock	M	19987	$45.02	Acquired	40653	Direct
2014-04-24	Common Stock	S	19987	$99.8677	Disposed	20666	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-24	Options (Right to Buy)	$45.02	M	19987	Disposed	2017-02-14	Common Stock (19987)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (21635.57)	21635.57	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $99.865 to $99.92. 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 a 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.