FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Krulewitch Jerome N

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/4/2017 

3. Issuer Name and Ticker or Trading Symbol

MCDONALDS CORP [MCD]

(Last)        (First)        (Middle)

MCDONALD'S CORPORATION, 2915 JORIE BOULEVARD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
EVP, Gen Counsel and Secretary /

(Street)

OAK BROOK, IL 60523       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   2682.43   I   Profit Sharing Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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) 2/9/2021   Common Stock   11755   $75.93   D  
 
Options (Right to Buy)     (1) 2/8/2022   Common Stock   18384   $100.05   D  
 
Options (Right to Buy)     (1) 2/13/2023   Common Stock   9309   $94.00   D  
 
Options (Right to Buy)     (1) 2/12/2024   Common Stock   10012   $94.89   D  
 
Options (Right to Buy)     (1) 3/16/2025   Common Stock   10594   $97.15   D  
 
Options (Right to Buy)     (1) 2/11/2026   Common Stock   14278   $116.73   D  
 
Restricted Stock Units   3/16/2018   3/16/2018   Common Stock   3347     (2) D  
 
Restricted Stock Units   2/11/2019   (3) 2/11/2019   Common Stock   2142   (3)   (2) D  
 
Phantom Stock     (4)   (4) Common Stock   8069.97     (5) I   Non-Qualified Benefit Plan  

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 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.
( 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 (the "Performance Period"). 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 Performance Period. The number of RSUs earned will range from 50% to 150% of the target number of RSUs granted.
( 4)  Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's Corporation.
( 5)  Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.

Remarks:
Exhibit 24: Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Krulewitch Jerome N
MCDONALD'S CORPORATION
2915 JORIE BOULEVARD
OAK BROOK, IL 60523


EVP, Gen Counsel and Secretary

Signatures
/s/ Jeffrey J. Pochowicz, Attorney-in-fact 3/7/2017
** 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).
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 control number.
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