X0306 4 2013-02-13 0 0000063908 MCDONALDS CORP MCD 0001377480 Armario Jose MCDONALD'S CORPORATION 2915 JORIE BOULEVARD OAK BROOK IL 60523 0 1 0 0 Corp Exec VP, Supply Chain Common Stock 2013-02-15 4 S 0 9600 94.0958 D 12660 D Common Stock 9055.59 I Profit Sharing Plan Options (Right to Buy) 94.00 2013-02-13 4 A 0 21277 0 A 2023-02-13 Common Stock 21277 21277 D Restricted Stock Units 2013-02-13 4 A 0 4256 0 A 2016-02-13 2016-02-13 Common Stock 4256 4256 D Restricted Stock Units 2013-02-13 4 A 0 3298 0 A 2016-02-13 2016-02-13 Common Stock 3298 3298 D Phantom Stock Common Stock 24801.77 24801.77 I Non-Qualified Benefit Plan This transaction was executed in multiple trades at prices ranging from $94.09 to $94.12 per share. The price reported represents the weighted average sales price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price. Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. 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. Subject to performance vesting condition based on diluted earnings per share growth. Subject to performance vesting condition based on operating income growth, return on incremental invested capital and total shareholder return, 50% of the award will vest upon the date shown and the remaining 50% of the award is eligible to vest upon the reporting person's separation from the Company. Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock. Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's. /s/ Christopher Weber, Attorney-in-fact 2013-02-15