Catherine A. Hoovel - 13 Feb 2023 Form 4 Insider Report for MCDONALDS CORP (MCD)

Role: SVP - Corporate Controller
Signature: /s/ Christopher Weber, Attorney-in-fact
Issuer symbol: MCD
Transactions as of: 13 Feb 2023
Net transactions value: $0
Form type: 4
Filing time: 15 Feb 2023, 16:40:57 UTC
Previous filing: 29 Jul 2022
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
holding	MCD	Common Stock						1,184	13 Feb 2023	Direct
holding	MCD	Common Stock						593	13 Feb 2023	Profit Sharing Plan	F1

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	+4,508		$0.000000	4,508	13 Feb 2023	Common Stock	4,508	$266.20	Direct	F2
transaction	MCD	Restricted Stock Units	Award	$0	+3,757		$0.000000	3,757	13 Feb 2023	Common Stock	3,757		Direct	F3, F4
transaction	MCD	Restricted Stock Units	Award	$0	+887		$0.000000	887	13 Feb 2023	Common Stock	887		Direct	F3, F5
transaction	MCD	Restricted Stock Units	Award	$0	+292	+61%	$0.000000	769	13 Feb 2023	Common Stock	292		Direct	F3, F6

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

Explanation of Responses:

Id	Content
F1	Includes shares acquired through dividend reinvestment.
F2	Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.
F3	Each restricted stock unit ("RSU") represents a right to acquire one share of McDonald's Corporation (the "Company") common stock.
F4	RSUs vest in full on the third anniversary of the grant date.
F5	Represents the target number of RSUs granted, subject to performance-based vesting conditions linked to diluted earnings per share ("EPS") growth and return on invested capital ("ROIC") for the period of January 1, 2023 through December 31, 2025 (the "Performance Period"). If the Company satisfies both the EPS and ROIC thresholds, then the number of RSUs that vest may be increased or decreased based upon the Company 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.
F6	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 477 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 292 RSUs earned above the target grant.