MCDONALDS CORP - Director's Dealing 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2013-04-22

Reporting Person: KOZIOL KENNETH M (Corp Exec VP Chf Restr Officer)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-22	Common Stock	M	12500	$25.31	Acquired	13601	Direct
2013-04-22	Common Stock	S	13593	$99.45	Disposed	8	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-22	Options (Right to Buy)	$25.31	M	12500	Disposed	2014-05-20	Common Stock (12500)	Direct

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (13563.80)	13563.8	Indirect

F1: Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

F2: Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

F3: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.