MCDONALDS CORP — Director's Dealing 2022

Feb 16, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2022-02-14

Reporting Person: Hoovel Catherine A. (SVP - Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-14	Common Stock	M	410	—	Acquired	1301	Direct
2022-02-14	Common Stock	X	31	—	Acquired	1332	Direct
2022-02-14	Common Stock	F	148	$253.39	Disposed	1184	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-14	Restricted Stock Units	$	M	410	Disposed	2022-02-14	Common Stock (410)	Direct
2022-02-14	Dividend Equivalent Rights	$	X	31	Disposed	2022-02-14	Common Stock (31)	Direct
2022-02-14	Restricted Stock Units	$	A	829	Acquired	2025-02-14	Common Stock (829)	Direct
2022-02-14	Options (Right to Buy)	$253.39	A	5342	Acquired	2032-02-14	Common Stock (5342)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	580.35	Indirect

Footnotes

F1: As a result of McDonald's Corporation's performance against the pre-approved financial targets, the reporting person vested in 66.7% of the original grant of 614 performance-based restricted stock units ("RSUs").

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

F3: Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of McDonald's Corporation common stock.

F4: Includes shares acquired through dividend reinvestment.

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 invested capital ("ROIC") for the period of January 1, 2022 through December 31, 2024 (the "Performance Period"). If McDonald's Corporation satisfies both the EPS and ROIC 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 50% to 150% of the target number of RSUs granted.

F6: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.