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| FORM 4 |
| 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
| ( 1 )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 3,856 performance-based restricted stock units ("RSUs").|
( 2 )Each RSU represents a right to acquire one share of McDonald's Corporation common stock.
( 3 )Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.
( 4 )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.
( 5 )Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.
( 6 )Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.
( 7 )Includes shares acquired through dividend reinvestment.
|* 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).|