MCDONALDS CORP — Director's Dealing 2018

Feb 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2018-01-31

Reporting Person: GOARE DOUGLAS M (Pres., Int. Lead Markets & CRO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-31	Common Stock	M	34575	$94.00	Acquired	39810	Direct
2018-01-31	Common Stock	S	34575	$173.53	Disposed	5235	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-31	Options (Right to Buy)	$94.00	M	34575	Disposed	2023-02-13	Common Stock (34575)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20340.76	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (5956.75)	5956.75	Indirect

Footnotes

F1: Includes shares acquired through dividend reinvestment.

F2: This transaction was executed in multiple trades at prices ranging from $173.50 to $173.69 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.

F3: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

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.