McDonald's (MCD) Form 4 MCDONALDS / Desiree Ralls-Morrison 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^*

Ralls-Morrison Desiree

(Last) (First) (Middle)

MCDONALD'S CORPORATION

110 NORTH CARPENTER STREET

(Street)

CHICAGO IL 60607

(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
X	Officer (give title below)	Other (specify below)
EVP, Chief Legal Off. and Sec.

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2024

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	05/17/2024		M		2,428(1)	A	$0(2)	8,695	D
Common Stock	05/17/2024		M		168(3)	A	$0	8,863	D
Common Stock	05/17/2024		F		1,150.03	D	$272.38	7,712.97	D
Common Stock	05/17/2024		M		9,019(4)	A	$0(2)	16,731.97	D
Common Stock	05/17/2024		M		624(3)	A	$0	17,355.97	D
Common Stock	05/17/2024		F		4,271.85	D	$272.38	13,084.12	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 (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	(2)	05/17/2024		M			2,428(1)	05/17/2024	05/17/2024	Common Stock	2,428(1)	$0	0	D
Dividend Equivalent Rights	(3)	05/17/2024		M			168(3)	05/17/2024	05/17/2024	Common Stock	168(3)	$0	0	D
Restricted Stock Units	(2)	05/17/2024		M			9,019(4)	05/17/2024	05/17/2024	Common Stock	9,019(4)	$0	0	D
Dividend Equivalent Rights	(3)	05/17/2024		M			624(3)	05/17/2024	05/17/2024	Common Stock	624(3)	$0	0	D
Phantom Stock	(5)							(6)	(6)	Common Stock	85.4(7)		85.4(7)	I	Non-Qualified Benefit Plan

Explanation of Responses:

1. On May 17, 2021, the reporting person was granted 2,428 restricted stock units ("RSUs"), vesting in full on the third anniversary of the grant date.

2. Each RSU represents a right to acquire one share of McDonald's Corporation (the "Company") common stock.

3. Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock.

4. As a result of the Company's performance against the pre-approved financial targets, the reporting person vested in 187.5% of the original grant of 4,810 performance-based restricted stock units ("PRSUs").

5. Each share of phantom stock represents a right to receive the cash value of one share of the Company's common stock.

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

7. Includes shares acquired through dividend reinvestment.

	Christopher Weber, Attorney-in-fact	05/21/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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