MCDONALDS CORP — Director's Dealing 2015

Feb 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2015-01-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-29	Common Stock	M	25299	$32.60	Acquired	37547	Direct
2015-01-29	Common Stock	S	25299	$92.66	Disposed	12248	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-29	Options (Right to Buy)	$32.60	M	25299	Disposed	2015-02-06	Common Stock (25299)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31576	Indirect
Common Stock	21126.29	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (14102.51)	14102.51	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $92.65 to $92.71. 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.