MCDONALDS CORP — Director's Dealing 2016

Jan 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2016-01-26

Reporting Person: Bensen Peter J (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-26	Common Stock	M	15157	$45.02	Acquired	29806	Direct
2016-01-26	Common Stock	S	15157	$119.79	Disposed	14649	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-26	Options (Right to Buy)	$45.02	M	15157	Disposed	2017-02-14	Common Stock (15157)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	275.90	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (23264.51)	23264.51	Indirect

Footnotes

F1: This transaction was executed in multipes trades at prices ranging from $119.75 to $119.83 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 informatioin regarding the shares sold at each separate price.

F2: Options become exercisable in 25% increments on the first, second, third and fourth anniversary of the grant date.

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.