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Form 4 MCDONALDS CORP For: May 26 Filed by: MCKENNA ANDREW J

May 27, 2016 4:42 PM EDT
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
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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY


Know all by these presents, that the undersigned hereby constitutes and appoints each of Gloria Santona, Denise Horne, Jeffrey Pochowicz, Christopher Weber and Jennifer Card, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as a Director of McDonald's Corporation (the "Company"), Forms 3, 4, 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Form 144 in accordance with Rule 144 under the Securities Act of 1933;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5 and 144 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 and Rule 144 under the Securities Act of 1933.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of May, 2016.


 
/s/ Andrew J. McKenna
 
Andrew J. McKenna


CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated Gloria Santona, Denise Horne, Jeffrey Pochowicz, Christopher Weber and Jennifer Card to execute and file on the undersigned's behalf all Forms 3, 4, 5 and 144 (including any amendments thereto) that the undersigned may be required to file with the United States Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of McDonald's Corporation.  The authority of Gloria Santona, Denise Horne, Jeffrey Pochowicz, Christopher Weber and Jennifer Card under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, 5 or 144 with regard to the undersigned's ownership of or transactions in securities of McDonald's Corporation, unless earlier revoked in writing.  The undersigned acknowledges that Gloria Santona, Denise Horne, Jeffrey Pochowicz, Christopher Weber and Jennifer Card are not assuming, nor is McDonald's Corporation assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities and Exchange Act of 1934 and Rule 144 under the Securities Act of 1933.


 
/s/ Andrew J. McKenna
 
Andrew J. McKenna


Dated: May 24, 2016
 
 

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