McDonald's (MCD) Form 3 MCDONALDS / Edith Morgan Flatley 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^*

Flatley Edith Morgan

(Last) (First) (Middle)

MCDONALD'S CORPORATION

110 NORTH CARPENTER STREET

(Street)

CHICAGO IL 60607

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2023

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 - Global CMO

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)

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)	02/19/2028	Common Stock	14,076	157.79	D
Restricted Stock Units	02/18/2023	02/18/2023	Common Stock	1,490.29	(2)	D
Restricted Stock Units	02/14/2023	02/14/2023	Common Stock	2,019.45	(2)	D
Restricted Stock Units	02/18/2023(3)	02/18/2023	Common Stock	1,394.73(4)	(2)	D
Restricted Stock Units	02/14/2024	02/14/2024	Common Stock	2,018.43	(2)	D
Restricted Stock Units	02/16/2024	02/16/2024	Common Stock	1,641.58	(2)	D
Restricted Stock Units	02/16/2024(5)	02/16/2024	Common Stock	1,625.9(4)	(2)	D
Restricted Stock Units	02/14/2025	02/14/2025	Common Stock	3,532.51	(2)	D
Restricted Stock Units	02/14/2025(6)	02/14/2025	Common Stock	1,412.8(4)	(2)	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 (the "Company") common stock.

3. Subject to performance-based vesting conditions linked to diluted earnings per share ("EPS") growth and return on incremental invested capital ("ROIIC") for the period of January 1, 2020 through December 31, 2022 (the "2020-2022 Performance Period"). If the Company satisfies both the EPS and ROIIC thresholds, then the number of RSUs that vest may be increased or decreased based upon the Company's total shareholder return ("TSR") relative to the S&P 500 Index over the 2020-2022 Performance Period.

4. Represents the target number of RSUs. The number of RSUs earned will range from 50% to 150% of the target number of RSUs granted based upon the performance results.

5. Subject to performance-based vesting conditions linked to diluted EPS growth and return on invested capital ("ROIC") for the period of January 1, 2021 through December 31, 2023 (the "2021-2023 Performance Period"). If the Company satisfies both the EPS and ROIC thresholds, then the number of RSUs that vest may be increased or decreased based upon the Company's TSR relative to the S&P 500 Index over the 2021-2023 Performance Period.

6. Subject to performance-based vesting conditions linked to diluted EPS growth and ROIC for the period of January 1, 2022 through December 31, 2024 (the "2022-2024 Performance Period"). If the Company satisfies both the EPS and ROIC thresholds, then the number of RSUs that vest may be increased or decreased based upon the Company's TSR relative to the S&P 500 Index over the 2022-2024 Performance Period.

	/s/ Christopher Weber, Attorney-in-fact	02/07/2023
	** 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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