MCDONALDS CORP — Director's Dealing 2016

Aug 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2016-08-04

Reporting Person: MCKENNA ANDREW J (Chairman Emeritus)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-04	Common Stock	S	70000	$118.28	Disposed	108841	Direct
2016-08-05	Common Stock	G	14920	—	Disposed	93921	Direct
2016-08-07	Common Stock	M	8593	—	Acquired	102514	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-07	Restricted Stock Units	$	M	8593	Disposed		Common Stock (8593)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	640	Indirect

Footnotes

F1: This transaction was executed in multiple trades ranging from $118.14 to $118.39 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: Each restricted stock unit ("RSU") represents a right to acquire one share of McDonald's Corporation common stock.

F3: Beneficial ownership disclaimed.

F4: The RSUs were scheduled to vest in full on the date that is (i) one year from the grant date, or (ii) Mr. McKenna's retirement date, whichever occurred later. The original grant was made on August 7, 2015. Mr. McKenna retired as the Non-Executive Chairman of the Board and a Director, effective May 26, 2016, and the Board of Directors elected him Chairman Emeritus, effective the same date.