Sec Form 3 Filing - Gross Marion K. @ MCDONALDS CORP - 2022-09-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Gross Marion K.
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-Chief Supply Chain Officer
(Last) (First) (Middle)
MCDONALD'S CORPORATION, 110 NORTH CARPENTER STREET
3. Date of Earliest Transaction (MM/DD/YY)
09/01/2022
(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 308.28 D
Common Stock 2,211.62 I By Spouse
Common Stock 11,352.87 I By Trust
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) $ 94 ( 1 ) 02/13/2023 Common Stock 1,396 D
Options (Right to Buy) $ 94.89 ( 1 ) 02/12/2024 Common Stock 8,036 D
Options (Right to Buy) $ 97.15 ( 1 ) 03/16/2025 Common Stock 10,594 D
Options (Right to Buy) $ 116.73 ( 1 ) 02/11/2026 Common Stock 14,992 D
Options (Right to Buy) $ 128.09 ( 1 ) 03/08/2027 Common Stock 14,865 D
Options (Right to Buy) $ 157.79 ( 1 ) 02/19/2028 Common Stock 10,505 D
Options (Right to Buy) $ 174.15 ( 1 ) 02/13/2029 Common Stock 9,766 D
Options (Right to Buy) $ 216.15 ( 1 ) 02/18/2030 Common Stock 9,567 D
Options (Right to Buy) $ 215.03 ( 1 ) 02/16/2031 Common Stock 9,706 D
Options (Right to Buy) $ 253.39 ( 1 ) 02/14/2032 Common Stock 6,233 D
Restricted Stock Units ( 4 ) 02/18/2023( 2 ) 02/18/2023 Common Stock 1,218( 3 ) D
Restricted Stock Units ( 4 ) 02/16/2024( 5 ) 02/16/2024 Common Stock 1,382( 3 ) D
Restricted Stock Units ( 4 ) 02/14/2025( 6 ) 02/14/2025 Common Stock 967( 3 ) D
Phantom Stock ( 8 ) ( 7 ) ( 7 ) Common Stock 8,772.72 I Non-Qualified Benefit Plan
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gross Marion K.
MCDONALD'S CORPORATION
110 NORTH CARPENTER STREET
CHICAGO, IL60607
EVP-Chief Supply Chain Officer
Signatures
/s/ Christopher Weber, Attorney-in-fact 09/08/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.
( 2 )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, 2020 through December 31, 2022 (the "2020-2022 Performance Period"). If McDonald's Corporation satisfies both the EPS and ROIIC thresholds, then the number of restricted stock units ("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 2020-2022 Performance Period.
( 3 )Represents the target number of RSUs granted. The number of RSUs earned will range from 50% to 150% or the target number of RSUs granted based upon the performance results.
( 4 )Each RSU represents a right to acquire one share of McDonald's Corporation common stock.
( 5 )Subject to performance-based vesting conditions linked to diluted EPS growth and return on invested capital ("ROIC") for the period of January 1, 2021 through December 31, 2023 (the "2021-2023 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 2021-2023 Performance Period.
( 6 )Subject to performance-based vesting conditions linked to diluted EPS growth and ROIC for the period of January 1, 2022 through December 31, 2024 (the "2022-2024 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 2022-2024 Performance Period.
( 7 )Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's Corporation.
( 8 )Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.

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