MCDONALDS CORP — Director's Dealing 2016

Oct 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2016-10-24

Reporting Person: MCKENNA ANDREW J (Chairman Emeritus)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-24	Common Stock	S	30000	$113.48	Disposed	72514	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	640	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (119811.00)	119811.00	Direct

Footnotes

F1: This transaction was executed in multiple trades ranging from $113.42 to $113.55 per share. 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: Beneficial ownership disclaimed.

F3: Each share of phantom stock is the economic equivalent of one share of McDonald's Corporation common stock and shall be settled in cash, pursuant to the Directors' Deferred Compensation Plan (the "Plan").

F4: In accordance with the Plan, payment of phantom stock may be deferred until the earlier of (a) the Director's retirement date or other termination from the Board; or (b) a specific future date, pursuant to an election.

F5: Includes shares acquired through dividend reinvestment.