Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^* Henry Daniel	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 __X__ Officer (give title below) _____ Other (specify below) EVP - Chief Info. Officer
(Last) (First) (Middle) MCDONALD'S CORPORATION, 110 NORTH CARPENTER STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 2/16/2021
(Street) CHICAGO, IL 60607 (City) (State) (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								2653	D
Common Stock								122.57 ⁽¹⁾	I	Profit Sharing Plan

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (Right to Buy)	$215.03	2/16/2021		A		21838		⁽²⁾	2/16/2031	Common Stock	21838	$0	21838	D
Restricted Stock Units	⁽³⁾	2/16/2021		D			631.5 ⁽⁴⁾	2/19/2021	2/19/2021	Common Stock	631.5 ⁽⁴⁾	$0	631.5	D
Phantom Stock	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	546.71 ⁽¹⁾		546.71 ⁽¹⁾	I	Non-Qualified Benefit Plan

Explanation of Responses:
(1)	Includes shares acquired through dividend reinvestment.
(2)	Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.
(3)	Each performance-based restricted stock unit ("RSU") represents a right to acquire one share of McDonald's Corporation common stock.
(4)	As a result of McDonald's Corporation's performance against the pre-approved financial targets as certified on February 16, 2021 for the period of January 1, 2018 through December 31, 2020, the reporting person will vest in 50% of the original target amount of 1,263 performance-based RSUs, subject to completion of the service period through February 19, 2021. The transaction reported reflects the forfeiture of 50% of the target amount.
(5)	Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.
(6)	Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's Corporation.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Henry Daniel MCDONALD'S CORPORATION 110 NORTH CARPENTER STREET CHICAGO, IL 60607			EVP - Chief Info. Officer