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: Kempczinski Christopher J (President, McDonald's USA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-13	Common Stock	M	9662	—	Acquired	14283	Direct
2019-02-13	Common Stock	F	3429	$174.15	Disposed	10854	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-13	Restricted Stock Units	$	M	9662	Disposed	2019-02-13	Common Stock (9662)	Direct
2019-02-13	Options (Right to Buy)	$174.15	A	48829	Acquired	2029-02-13	Common Stock (48829)	Direct
2019-02-13	Restricted Stock Units	$	A	6975	Acquired	2022-02-13	Common Stock (6975)	Direct

Footnotes

F1: As a result of the Company's performance against the pre-approved financial targets, the reporting person vested in 173.3% of the original grant of 5,575 performance-based restricted stock units ("RSUs").

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

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

F4: 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.