James R Sappington Form 3 MCDONALDS / James R Sappington ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Sappington James R

(Last) (First) (Middle)

MCDONALD'S CORPORATION

2915 JORIE BLVD

(Street)

OAK BROOK IL 60523

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2015

3. Issuer Name and Ticker or Trading Symbol
MCDONALDS CORP [ MCD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Corp Exec VP - Ops & Tech Sys

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,235	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options (Right to Buy)	(1)	02/13/2018	Common Stock	11,123	56.64	D
Options (Right to Buy)	(1)	02/11/2019	Common Stock	11,036	57.08	D
Options (Right to Buy)	(1)	02/10/2020	Common Stock	8,298	63.25	D
Options (Right to Buy)	(1)	02/09/2021	Common Stock	6,915	75.93	D
Options (Right to Buy)	(1)	02/08/2022	Common Stock	15,043	100.05	D
Options (Right to Buy)	(1)	02/13/2023	Common Stock	7,314	94	D
Options (Right to Buy)	(1)	02/12/2024	Common Stock	10,012	94.89	D
Restricted Stock Units	02/13/2016	02/13/2016	Common Stock	1,463	(2)	D
Restricted Stock Units	02/12/2017	02/12/2017	Common Stock	1,845	(2)	D
Phantom Stock	(3)	(3)	Common Stock	358.46	(4)	I	Non-Qualified Benefit Plan

Explanation of Responses:

1. Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.

2. Each restricted stock unit (RSU) represents a right to acquire one share of McDonald's Corporation common stock. Upon vesting, payout under the RSUs will be in the form of shares or, at the discretion of the Compensation Committee of the Board of Directors, the cash value thereof. No dividend, voting or other shareholder rights attach to the RSUs until they vest and only if the payout upon vesting is in shares of common stock.

3. Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.

4. Each share of phantom stock represents the right to receive the cash value of one share of McDonald's Corporation common stock.

Remarks:

Exhibit 24: Power of Attorney

	/s/ Christopher Weber, Attorney-in-fact	03/10/2015
	** Signature of Reporting Person	Date
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 5 (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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