MCDONALDS CORP — Director's Dealing 2018

Apr 10, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2018-04-01

Reporting Person: DeBiase Francesca A. (EVP-Worldwide Supp Chain & Sus)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10391	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (Right to Buy)	$75.93	2021-02-09	Common Stock (6915)		Direct
Options (Right to Buy)	$100.05	2022-02-08	Common Stock (8221)		Direct
Options (Right to Buy)	$94.00	2023-02-13	Common Stock (6649)		Direct
Options (Right to Buy)	$94.89	2024-02-12	Common Stock (791)		Direct
Options (Right to Buy)	$94.89	2024-02-12	Common Stock (6586)		Direct
Options (Right to Buy)	$97.15	2025-03-16	Common Stock (9080)		Direct
Options (Right to Buy)	$116.73	2026-02-11	Common Stock (12850)		Direct
Options (Right to Buy)	$128.09	2027-03-08	Common Stock (14265)		Direct
Options (Right to Buy)	$157.79	2028-02-19	Common Stock (11555)		Direct
Restricted Stock Units	$	2021-02-19	Common Stock (6338)		Direct
Restricted Stock Units	$	2019-02-11	Common Stock (1928)		Direct
Restricted Stock Units	$	2020-03-08	Common Stock (1855)		Direct
Restricted Stock Units	$	2021-02-19	Common Stock (1736)		Direct

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 of the RSUs will be in the form of shares or, at the discretion of the Compensation Committee of the Board of Directors (the "Committee"), 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. 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 period of 2016 through 2018. The number of RSUs earned will range from 50% to 150% of the target number of RSUs granted.

F4: Subject to performance-based vesting conditions linked to net income growth and ROIIC for the period of January 1, 2017 through December 31, 2019. 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 period of 2017 through 2019. The number of RSUs earned will range from 50% to 150% of the target number of RSUs granted.

F5: Subject to performance-based vesting conditions linked to diluted earnings per share ("EPS") growth and ROIIC for the period of January 1, 2018 through December 31, 2020. If McDonald's Corporation satisfies both the EPS 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 period of 2018 through 2020. The number of RSUs earned will range from 50% to 150% of the target number of RSUs granted.

F6: Each restricted stock unit represents a right to acquire one share of McDonald's Corporation common stock. Upon vesting, payout of the RSUs will be in the form of shares or, at the discretion of the Committee, the cash value thereof.