MCDONALDS CORP — Director's Dealing 2020

May 29, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2020-05-28

Reporting Person: CAPOZZI HEIDI B (EVP - Chief People Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-28	Options (Right to Buy)	$188.73	A	37009	Acquired	2030-05-28	Common Stock (37009)	Direct
2020-05-28	Restricted Stock Units	$	A	4711	Acquired	2023-05-28	Common Stock (4711)	Direct
2020-05-28	Restricted Stock Units	$	A	21195	Acquired	2022-05-28	Common Stock (21195)	Direct
2020-05-28	Restricted Stock Units	$	A	13247	Acquired	2024-05-28	Common Stock (13247)	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.

F3: 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, 2020 through December 31, 2022 (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.

F4: 50% of the RSUs vest on the first anniversary of the grant date and 50% of the RSUs vest on the second anniversary of the grant date.

F5: 50% of the RSUs vest on the second anniversary of the grant date and 50% of the RSUs vest on the forth anniversary of the grant date.