MCDONALDS CORP — Director's Dealing 2016

May 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2016-05-26

Reporting Person: MCKENNA ANDREW J (Chairman Emeritus)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-26	Common Stock	M	10000	—	Acquired	58768	Direct
2016-05-26	Common Stock	M	10000	—	Acquired	68768	Direct
2016-05-26	Common Stock	M	15000	—	Acquired	83768	Direct
2016-05-26	Common Stock	M	17000	—	Acquired	100768	Direct
2016-05-26	Common Stock	M	14222	—	Acquired	114990	Direct
2016-05-26	Common Stock	M	14388	—	Acquired	129378	Direct
2016-05-26	Common Stock	M	12453	—	Acquired	141831	Direct
2016-05-26	Common Stock	M	10434	—	Acquired	152265	Direct
2016-05-26	Common Stock	M	9474	—	Acquired	161739	Direct
2016-05-26	Common Stock	M	8637	—	Acquired	170376	Direct
2016-05-26	Common Stock	M	8465	—	Acquired	178841	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-26	Restricted Stock Units	$	M	10000	Disposed		Common Stock (10000)	Direct
2016-05-26	Restricted Stock Units	$	M	10000	Disposed		Common Stock (10000)	Direct
2016-05-26	Restricted Stock Units	$	M	15000	Disposed		Common Stock (15000)	Direct
2016-05-26	Restricted Stock Units	$	M	17000	Disposed		Common Stock (17000)	Direct
2016-05-26	Restricted Stock Units	$	M	14222	Disposed		Common Stock (14222)	Direct
2016-05-26	Restricted Stock Units	$	M	14388	Disposed		Common Stock (14388)	Direct
2016-05-26	Restricted Stock Units	$	M	12453	Disposed		Common Stock (12453)	Direct
2016-05-26	Restricted Stock Units	$	M	10434	Disposed		Common Stock (10434)	Direct
2016-05-26	Restricted Stock Units	$	M	9474	Disposed		Common Stock (9474)	Direct
2016-05-26	Restricted Stock Units	$	M	8637	Disposed		Common Stock (8637)	Direct
2016-05-26	Restricted Stock Units	$	M	8465	Disposed		Common Stock (8465)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	640	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (117914.95)	117914.95	Indirect

Footnotes

F1: Each restricted stock unit ("RSU") represents a right to acquire one share of McDonald's Corporation common stock.

F2: Beneficial ownership disclaimed.

F3: 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 grants were made between 2004 and 2014. 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.

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.