MCDONALDS CORP — Director's Dealing 2014

Feb 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2014-02-09

Reporting Person: Fenton Timothy J (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-10	Common Stock	G	580	—	Disposed	27711	Direct
2013-12-11	Common Stock	G	290	—	Disposed	27421	Direct
2014-02-09	Common Stock	M	5927	—	Acquired	33348	Direct
2014-02-09	Common Stock	F	2787	$95.92	Disposed	30561	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-09	Restricted Stock Units	$	M	5927	Disposed	2014-02-09	Common Stock (5927)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6798	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (15891.42)	15891.42	Indirect

Footnotes

F1: Gifts of shares to two of the reporting person's sons.

F2: Gift of shares to reporting person's son.

F3: Each restricted stock unit represents a right to acquire one share of McDonald's Corporation common stock.

F4: Vesting of these restricted stock units was contingent upon the Company's achievement of required performance measures.

F5: Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.

F6: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.