MCDONALDS CORP — Director's Dealing 2019

Feb 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2019-02-13

Reporting Person: Krulewitch Jerome N (EVP, Gen Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-13	Common Stock	M	3213	—	Acquired	3213	Direct
2019-02-13	Common Stock	F	956	$174.15	Disposed	2257	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-13	Restricted Stock Units	$	M	3213	Disposed	2019-02-13	Common Stock (3213)	Direct
2019-02-13	Options (Right to Buy)	$174.15	A	33204	Acquired	2029-02-13	Common Stock (33204)	Direct
2019-02-13	Restricted Stock Units	$	A	4743	Acquired	2022-02-13	Common Stock (4743)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2784.27	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (8304.39)	8304.39	Indirect

Footnotes

F1: As a result of the Company's performance against the pre-approved financial targets, the reporting person vested in 150% of the original grant of 2,142 performance-based restricted stock units ("RSUs").

F2: Each RSU represents a right to acquire one share of McDonald's Corporation common stock.

F3: Includes shares acquired through dividend reinvestment.

F4: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

F5: Represents the target number of RSUs granted, subject to performance-based vesting conditions linked to diluted earnings per share ("EPS") growth and return on incremental invested capital ("ROIIC") for the period of January 1, 2019 through December 31, 2021 (the "Performance Period"). 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 Performance Period. The number of RSUs earned will range from 0% to 200% of the target number of RSUs granted.

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.