Sec Form 4 Filing - Flatley Edith Morgan @ MCDONALDS CORP - 2023-02-13

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 Flatley Edith Morgan 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 - Global CMO (Last) (First) (Middle) MCDONALD'S CORPORATION, 110 NORTH CARPENTER STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2023 (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 02/14/2023 M 1,974 A $ 0 ( 1 ) 1,974 D Common Stock 02/14/2023 X 45 ( 2 ) A $ 0 ( 2 ) 2,019 D Common Stock 02/14/2023 F 607 D $ 266.61 1,412 D

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) $ 266.2 02/13/2023 A 11,500 ( 3 ) 02/13/2033 Common Stock 11,500 $ 0 11,500 D Restricted Stock Units ( 1 ) 02/13/2023 A 794 ( 4 ) 02/18/2023 02/18/2023 Common Stock 794 ( 4 ) $ 0 2,093 D Restricted Stock Units ( 1 ) 02/14/2023 M 1,974 02/14/2023 02/14/2023 Common Stock 1,974 $ 0 0 D Dividend Equivalent Rights ( 2 ) 02/14/2023 X 45 ( 2 ) 02/14/2023 02/14/2023 Common Stock 45 ( 2 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flatley Edith Morgan MCDONALD'S CORPORATION 110 NORTH CARPENTER STREET CHICAGO, IL60607 EVP - Global CMO Signatures /s/ Christopher Weber, Attorney-in-fact 02/15/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a right to acquire one share of McDonald's Corporation (the "Company") common stock. ( 2 )Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company common stock. ( 3 )Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. ( 4 )As a result of the Company's performance against the pre-approved financial targets as certified on February 13, 2023 for the period of January 1, 2020 through December 31, 2022, the reporting person will vest in 150% of the original target amount of 1,299 performance-based RSUs, plus shares acquired through dividend reinvestment, subject to completion of the service period on February 18, 2023. Accordingly, the reported transaction reflects the acquisition of an additional 794 RSUs earned above the target grant.

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).

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