McDonald's (MCD) Form 3 MCDONALDS / Francesca A. DeBiase 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^*

DeBiase Francesca A.

(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)
04/01/2018

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)
EVP-Worldwide Supp Chain & Sus

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	10,391	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)	02/09/2021	Common Stock	6,915	75.93	D
Options (Right to Buy)	(1)	02/08/2022	Common Stock	8,221	100.05	D
Options (Right to Buy)	(1)	02/13/2023	Common Stock	6,649	94	D
Options (Right to Buy)	(1)	02/12/2024	Common Stock	791	94.89	D
Options (Right to Buy)	(1)	02/12/2024	Common Stock	6,586	94.89	D
Options (Right to Buy)	(1)	03/16/2025	Common Stock	9,080	97.15	D
Options (Right to Buy)	(1)	02/11/2026	Common Stock	12,850	116.73	D
Options (Right to Buy)	(1)	03/08/2027	Common Stock	14,265	128.09	D
Options (Right to Buy)	(1)	02/19/2028	Common Stock	11,555	157.79	D
Restricted Stock Units	02/19/2021	02/19/2021	Common Stock	6,338	(2)	D
Restricted Stock Units	02/11/2019(3)	02/11/2019	Common Stock	1,928(3)	(2)	D
Restricted Stock Units	03/08/2020(4)	03/08/2020	Common Stock	1,855(4)	(2)	D
Restricted Stock Units	02/19/2021(5)	02/19/2021	Common Stock	1,736(5)	(6)	D

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 of the RSUs will be in the form of shares or, at the discretion of the Compensation Committee of the Board of Directors (the "Committee"), 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. Subject to performance-based vesting conditions linked to net income growth and return on incremental invested capital ("ROIIC") for the period of January 1, 2016 through December 31, 2018. If McDonald's Corporation satisfies both the net income and ROIIC thresholds, then the number of RSUs that vest may be increased or decreased based upon the McDonald's Corporation total shareholder return relative to the S&P 500 Index over the period of 2016 through 2018. The number of RSUs earned will range from 50% to 150% of the target number of RSUs granted.

4. Subject to performance-based vesting conditions linked to net income growth and ROIIC for the period of January 1, 2017 through December 31, 2019. If McDonald's Corporation satisfies both the net income and ROIIC thresholds, then the number of RSUs that vest may be increased or decreased based upon the McDonald's Corporation total shareholder return relative to the S&P 500 Index over the period of 2017 through 2019. The number of RSUs earned will range from 50% to 150% of the target number of RSUs granted.

5. Subject to performance-based vesting conditions linked to diluted earnings per share ("EPS") growth and ROIIC for the period of January 1, 2018 through December 31, 2020. If McDonald's Corporation satisfies both the EPS and ROIIC thresholds, then the number of RSUs that vest may be increased or decreased based upon the McDonald's Corporation total shareholder return relative to the S&P 500 Index over the period of 2018 through 2020. The number of RSUs earned will range from 50% to 150% of the target number of RSUs granted.

6. Each restricted stock unit represents a right to acquire one share of McDonald's Corporation common stock. Upon vesting, payout of the RSUs will be in the form of shares or, at the discretion of the Committee, the cash value thereof.

	/s/ Christopher Weber, Attorney-in-fact	04/10/2018
	** 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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