MCDONALDS CORP — Director's Dealing 2016

Feb 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2016-01-29

Reporting Person: Sappington James R (Corp Exec VP - Ops & Tech Sys)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-29	Common Stock	M	11036	$57.08	Acquired	13271	Direct
2016-01-29	Common Stock	S	7827	$124.25	Disposed	5444	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-29	Options (Right to Buy)	$57.08	M	11036	Disposed	2019-02-11	Common Stock (11036)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (2542.42)	2542.42	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $124.25 to $124.27 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: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

F3: Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.

F4: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.