Sec Form 4 Filing - Krulewitch Jerome N @ MCDONALDS CORP - 2019-05-01

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
Krulewitch Jerome N
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)
EVP, Gen Counsel and Secretary
(Last) (First) (Middle)
MCDONALD'S CORPORATION, 110 NORTH CARPENTER STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/01/2019
(Street)
CHICAGO, IL60607
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 05/01/2019 M 18,384 A $ 100.05 20,641 D
Common Stock 05/01/2019 S 18,384 D $ 196.51 ( 1 ) 2,257 D
Common Stock 05/01/2019 S 2,257 D $ 195.54 0 D
Common Stock 2,797.3 ( 2 ) 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
Options (Right to Buy) $ 100.05 05/01/2019 M 18,384 ( 3 ) 02/08/2022 Common Stock 18,384 $ 0 0 D
Phantom Stock ( 4 ) ( 5 ) ( 5 ) Common Stock 8,336.23 ( 2 ) 8,336.23 ( 2 ) I Non-Qualified Benefit Plan
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Krulewitch Jerome N
MCDONALD'S CORPORATION
110 NORTH CARPENTER STREET
CHICAGO, IL60607
EVP, Gen Counsel and Secretary
Signatures
/s/ Christopher Weber, Attorney-in-fact 05/03/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was executed in multiple trades at prices ranging from $196.30 to $196.81 per share. The price reported represents the weighted average sales price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.
( 2 )Includes shares acquired through dividend reinvestment.
( 3 )Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.
( 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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