MCDONALDS CORP — Director's Dealing 2015

Feb 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2015-02-08

Reporting Person: Bensen Peter J (Corp Exec Vice Pres and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-08	Common Stock	M	2083	—	Acquired	15301	Direct
2015-02-08	Common Stock	F	652	$93.99	Disposed	14649	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-08	Restricted Stock Units	$	M	5143	Disposed	2015-02-08	Common Stock (5143)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	267.56	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (22556.53)	22556.53	Indirect

Footnotes

F1: Each restricted stock unit represents a right to acquire one share of McDonald's Corporation common stock. As a result of the Company's performance against the performance-based vesting condition, the reporting person vested in 40.5% of the original grant of 5,143 restricted stock units, and the remaining 3,060 restricted stock units were forfeited.

F2: Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.

F3: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.