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 *

DeBiase Francesca A.

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/1/2018 

3. Issuer Name and Ticker or Trading Symbol

MCDONALDS CORP [MCD]

(Last)        (First)        (Middle)

MCDONALD'S CORPORATION, 2915 JORIE BLVD.

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 /

(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   10391   D    

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   6915   $75.93   D    
Options (Right to Buy)     (1) 2/8/2022   Common Stock   8221   $100.05   D    
Options (Right to Buy)     (1) 2/13/2023   Common Stock   6649   $94.00   D    
Options (Right to Buy)     (1) 2/12/2024   Common Stock   791   $94.89   D    
Options (Right to Buy)     (1) 2/12/2024   Common Stock   6586   $94.89   D    
Options (Right to Buy)     (1) 3/16/2025   Common Stock   9080   $97.15   D    
Options (Right to Buy)     (1) 2/11/2026   Common Stock   12850   $116.73   D    
Options (Right to Buy)     (1) 3/8/2027   Common Stock   14265   $128.09   D    
Options (Right to Buy)     (1) 2/19/2028   Common Stock   11555   $157.79   D    
Restricted Stock Units   2/19/2021   2/19/2021   Common Stock   6338     (2) D    
Restricted Stock Units   2/11/2019   (3) 2/11/2019   Common Stock   1928   (3)   (2) D    
Restricted Stock Units   3/8/2020   (4) 3/8/2020   Common Stock   1855   (4)   (2) D    
Restricted Stock Units   2/19/2021   (5) 2/19/2021   Common Stock   1736   (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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DeBiase Francesca A.
MCDONALD'S CORPORATION
2915 JORIE BLVD.
OAK BROOK, IL 60523


EVP-Worldwide Supp Chain & Sus

Signatures
/s/ Christopher Weber, Attorney-in-fact 4/10/2018
** 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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