Edgar Filing: MCDONALDS CORP

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MCKENNA ANDREW J

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
_____ Officer (give title below)	__X__ Other (specify below)
Chairman Emeritus

(Last)

(First)

(Middle)

C/O SCHWARZ SUPPLY SOURCE, 8338 AUSTIN AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2016

(Street)

MORTON GROVE, IL 60053

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/26/2016		M		10,000	A	$ 0 ⁽¹⁾	58,768	D
Common Stock	05/26/2016		M		10,000	A	$ 0 ⁽¹⁾	68,768	D
Common Stock	05/26/2016		M		15,000	A	$ 0 ⁽¹⁾	83,768	D
Common Stock	05/26/2016		M		17,000	A	$ 0 ⁽¹⁾	100,768	D
Common Stock	05/26/2016		M		14,222	A	$ 0 ⁽¹⁾	114,990	D
Common Stock	05/26/2016		M		14,388	A	$ 0 ⁽¹⁾	129,378	D
Common Stock	05/26/2016		M		12,453	A	$ 0 ⁽¹⁾	141,831	D
Common Stock	05/26/2016		M		10,434	A	$ 0 ⁽¹⁾	152,265	D
Common Stock	05/26/2016		M		9,474	A	$ 0 ⁽¹⁾	161,739	D
Common Stock	05/26/2016		M		8,637	A	$ 0 ⁽¹⁾	170,376	D
Common Stock	05/26/2016		M		8,465	A	$ 0 ⁽¹⁾	178,841	D
Common Stock								640	I	By wife ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽¹⁾

05/26/2016

10,000

⁽³⁾

Common Stock

10,000

$ 0

Restricted Stock Units

⁽¹⁾

05/26/2016

10,000

⁽³⁾

Common Stock

10,000

$ 0

Restricted Stock Units

⁽¹⁾

05/26/2016

15,000

⁽³⁾

Common Stock

15,000

$ 0

Restricted Stock Units

⁽¹⁾

05/26/2016

17,000

⁽³⁾

Common Stock

17,000

$ 0

Restricted Stock Units

⁽¹⁾

05/26/2016

14,222

⁽³⁾

Common Stock

14,222

$ 0

Restricted Stock Units

⁽¹⁾

05/26/2016

14,388

⁽³⁾

Common Stock

14,388

$ 0

Restricted Stock Units

⁽¹⁾

05/26/2016

12,453

⁽³⁾

Common Stock

12,453

$ 0

Restricted Stock Units

⁽¹⁾

05/26/2016

10,434

⁽³⁾

Common Stock

10,434

$ 0

Restricted Stock Units

⁽¹⁾

05/26/2016

9,474

⁽³⁾

Common Stock

9,474

$ 0

Restricted Stock Units

⁽¹⁾

05/26/2016

8,637

⁽³⁾

Common Stock

8,637

$ 0

Restricted Stock Units

⁽¹⁾

05/26/2016

8,465

⁽³⁾

Common Stock

8,465

$ 0

Phantom Stock

⁽⁴⁾

⁽⁵⁾

Common Stock

117,914.95

Non-Qualified Benefit Plan

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MCKENNA ANDREW J C/O SCHWARZ SUPPLY SOURCE 8338 AUSTIN AVENUE MORTON GROVE, IL 60053				Chairman Emeritus

Signatures

/s/ Jeffrey J. Pochowicz, Attorney-in-fact		05/27/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each restricted stock unit ("RSU") represents a right to acquire one share of McDonald's Corporation common stock.
(2)	Beneficial ownership disclaimed.
(3)	The RSUs were scheduled to vest in full on the date that is (i) one year from the grant date, or (ii) Mr. McKenna's retirement date, whichever occurred later. The grants were made between 2004 and 2014. Mr. McKenna retired as the Non-Executive Chairman of the Board and a Director, effective May 26, 2016, and the Board of Directors elected him Chairman Emeritus, effective the same date.
(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.

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