Edith Morgan Flatley - 13 Feb 2023 Form 4 Insider Report for MCDONALDS CORP (MCD)

Role: EVP - Global CMO
Signature: /s/ Christopher Weber, Attorney-in-fact
Issuer symbol: MCD
Transactions as of: 13 Feb 2023
Net transactions value: -$161,832
Form type: 4
Filing time: 15 Feb 2023, 16:35:08 UTC
Previous filing: 17 Jan 2025
Next filing: 22 Feb 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MCD	Common Stock	Options Exercise	$0	+1,974		$0.000000	1,974	14 Feb 2023	Direct	F1
transaction	MCD	Common Stock	Exercise of in-the-money or at-the-money derivative security	$0	+45	+2.3%	$0.000000	2,019	14 Feb 2023	Direct	F2
transaction	MCD	Common Stock	Tax liability	$161,832	-607	-30%	$266.61	1,412	14 Feb 2023	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MCD	Options (Right to Buy)	Award	$0	+11,500		$0.000000	11,500	13 Feb 2023	Common Stock	11,500	$266.20	Direct	F3
transaction	MCD	Restricted Stock Units	Award	$0	+794	+61%	$0.000000	2,093	13 Feb 2023	Common Stock	794		Direct	F1, F4
transaction	MCD	Restricted Stock Units	Options Exercise	$0	-1,974	-100%	$0.000000^*	0	14 Feb 2023	Common Stock	1,974		Direct	F1
transaction	MCD	Dividend Equivalent Rights	Exercise of in-the-money or at-the-money derivative security	$0	-45	-100%	$0.000000^*	0	14 Feb 2023	Common Stock	45		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("RSU") represents a right to acquire one share of McDonald's Corporation (the "Company") common stock.
F2	Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company common stock.
F3	Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.
F4	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 150% of the original target amount of 1,299 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 794 RSUs earned above the target grant.