Statement of Changes in Beneficial Ownership (4)
February 15 2023 - 5:45PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0287
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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
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1. Name and Address of Reporting Person
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Kempczinski Christopher J |
2. Issuer Name and Ticker or Trading Symbol
MCDONALDS CORP
[
MCD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
MCDONALD'S CORPORATION, 110 NORTH CARPENTER STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/13/2023 |
(Street)
CHICAGO, IL 60607
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | | | | | | | | 19027 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Options (Right to Buy) | $266.2 | 2/13/2023 | | A | | 119596 | | (1) | 2/13/2033 | Common Stock | 119596 | $0 | 119596 | D | |
Restricted Stock Units | (2) | 2/13/2023 | | A | | 13374 (3) | | 2/18/2023 | 2/18/2023 | Common Stock | 13374 (3) | $0 | 33940 | D | |
Phantom Stock | (4) | | | | | | | (5) | (5) | Common Stock | 4526.76 (6) | | 4526.76 (6) | 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 (the "Company") common stock. |
(3) | As a result of the Company's performance against the pre-approved financial targets as certified on February 13, 2023 for the period of January 1, 2020 through December 31, 2022, the reporting person will vest in 153.7% of the original target amount of 20,566 performance-based RSUs, plus shares acquired through dividend reinvestment, subject to completion of the service period on February 18, 2023. Accordingly, the reported transaction reflects the acquisition of an additional 13,374 RSUs earned above the target grant. |
(4) | Each share of phantom stock represents a right to receive the cash value of one share of the Company common stock. |
(5) | Shares of phantom stock are payable in cash following the reporting person's separation from service with the Company. |
(6) | Includes shares acquired through dividend reinvestment. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kempczinski Christopher J MCDONALD'S CORPORATION 110 NORTH CARPENTER STREET CHICAGO, IL 60607 |
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| President and CEO |
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Signatures
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/s/ Christopher Weber, Attorney-in-fact | | 2/15/2023 |
**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 control number. |
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