MCDONALDS CORP — Director's Dealing 2016

Feb 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2016-02-11

Reporting Person: HOFFMANN DAVID L (President, High Growth Markets)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-13	Common Stock	M	655	—	Acquired	655	Direct
2016-02-13	Common Stock	F	300	$117.93	Disposed	355	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-11	Options (Right to Buy)	$116.73	A	50971	Acquired	2026-02-11	Common Stock (50971)	Direct
2016-02-11	Restricted Stock Units	$	A	7646	Acquired	2019-02-11	Common Stock (7646)	Direct
2016-02-13	Restricted Stock Units	$	M	3990	Disposed	2016-02-13	Common Stock (3990)	Direct
2016-02-13	Restricted Stock Units	$	M	4681	Disposed	2016-02-13	Common Stock (4681)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6923.55	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (2339.47)	2339.47	Indirect

Footnotes

F1: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

F2: Each restricted stock unit ("RSU") represents a right to acquire one share of McDonald's Corporation common stock. Upon vesting, payout under the RSUs will be in the form of shares or, at the discretion of the Compensation Committee of the Board of Directors, the cash value thereof. No dividend, voting or other shareholder rights attach to the RSUs until they vest and only if the payout upon vesting is in shares of common stock.

F3: Subject to performance-based vesting conditions linked to net income growth and return on incremental invested capital ("ROIIC") for the period of January 1, 2016 through December 31, 2018 (the "Performance Period"). If McDonald's Corporation satisfies both the net income and ROIIC thresholds, then the number of RSUs that vest may be increased or decreased based upon the McDonald's Corporation total shareholder return relative to the S&P 500 Index over the Performance Period. The number of RSUs earned will range from 0% to 200% of the target number of RSUs granted.

F4: Each RSU 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 16.41% of the original grant of 3,990 RSUs, and the remaining 3,335 RSUs were forfeited.

F5: Each RSU 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 0.00% of the original grant of 4,681 RSUs; therefore, all 4,681 RSUs were forfeited.

F6: Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.

F7: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.