Andrew J Mckenna Form 4 MCDONALDS / ANDREW J MCKENNA ownership change

SEC Form 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCKENNA ANDREW J

(Last) (First) (Middle)

C/O SCHWARZ SUPPLY SOURCE

8338 AUSTIN AVENUE

(Street)

MORTON GROVE IL 60053

(City) (State) (Zip)

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

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

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
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)

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 Securities Underlying Derivative Security (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: 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
Restricted Stock Units	(1)	05/26/2016		M			10,000	(3)	(3)	Common Stock	10,000	$0	0	D
Restricted Stock Units	(1)	05/26/2016		M			10,000	(3)	(3)	Common Stock	10,000	$0	0	D
Restricted Stock Units	(1)	05/26/2016		M			15,000	(3)	(3)	Common Stock	15,000	$0	0	D
Restricted Stock Units	(1)	05/26/2016		M			17,000	(3)	(3)	Common Stock	17,000	$0	0	D
Restricted Stock Units	(1)	05/26/2016		M			14,222	(3)	(3)	Common Stock	14,222	$0	0	D
Restricted Stock Units	(1)	05/26/2016		M			14,388	(3)	(3)	Common Stock	14,388	$0	0	D
Restricted Stock Units	(1)	05/26/2016		M			12,453	(3)	(3)	Common Stock	12,453	$0	0	D
Restricted Stock Units	(1)	05/26/2016		M			10,434	(3)	(3)	Common Stock	10,434	$0	0	D
Restricted Stock Units	(1)	05/26/2016		M			9,474	(3)	(3)	Common Stock	9,474	$0	0	D
Restricted Stock Units	(1)	05/26/2016		M			8,637	(3)	(3)	Common Stock	8,637	$0	0	D
Restricted Stock Units	(1)	05/26/2016		M			8,465	(3)	(3)	Common Stock	8,465	$0	0	D
Phantom Stock	(4)							(5)	(5)	Common Stock	117,914.95		117,914.95	I	Non-Qualified Benefit Plan

Explanation of Responses:

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.

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