Sec Form 4 Filing - GOARE DOUGLAS M @ MCDONALDS CORP - 2018-03-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GOARE DOUGLAS M
2. Issuer Name and Ticker or Trading Symbol
MCDONALDS CORP [ MCD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Pres., Int. Lead Markets & CRO
(Last) (First) (Middle)
MCDONALD'S CORPORATION, 2915 JORIE BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
03/16/2018
(Street)
OAK BROOK, IL60523
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/16/2018 M 14,412 ( 1 ) A $ 0 ( 2 ) 19,647 ( 3 ) D
Common Stock 03/16/2018 F 6,385 D $ 162.36 13,262 ( 3 ) D
Common Stock 20,503.62 ( 3 ) I Profit Sharing Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 2 ) 03/16/2018 M 7,206 ( 1 ) 03/16/2018 03/16/2018 Common Stock 7,206 ( 1 ) $ 0 0 D
Phantom Stock ( 4 ) ( 5 ) ( 5 ) Common Stock 5,980.77 5,980.77 ( 3 ) I Non-Qualified Benefit Plan
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOARE DOUGLAS M
MCDONALD'S CORPORATION
2915 JORIE BOULEVARD
OAK BROOK, IL60523
Pres., Int. Lead Markets & CRO
Signatures
/s/ Christopher Weber, Attorney-in-fact 03/20/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As a result of the Company's performance against the pre-approved financial targets, the reporting person vested in 200% of the original grant of 7,206 performance-based restricted stock units ("RSUs").
( 2 )Each RSU represents a right to acquire one share of McDonald's Corporation common stock.
( 3 )Includes shares acquired through dividend reinvestment.
( 4 )Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.
( 5 )Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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