Edgar Filing: Fields Janice L

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Fields Janice L

2. Date of Event Requiring Statement (Month/Day/Year)
01/11/2010

3. Issuer Name and Ticker or Trading Symbol
MCDONALDS CORP [MCD]

(Last)

(First)

(Middle)

MCDONALD'S CORPORATION,Â 2915 JORIE BOULEVARD

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President, McDonald's USA

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

OAK BROOK,Â ILÂ 60523

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	10,663	D	Â
Common Stock	36,397.99	I	Profit Sharing Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options (Right to Buy)	Â ⁽¹⁾	05/19/2012	Common Stock	15,750	$ 40.4375	D	Â
Options (Right to Buy)	Â ⁽¹⁾	03/21/2013	Common Stock	26,400	$ 35.25	D	Â
Options (Right to Buy)	Â ⁽¹⁾	02/02/2011	Common Stock	32,500	$ 29.43	D	Â
Options (Right to Buy)	Â ⁽¹⁾	03/20/2012	Common Stock	47,500	$ 28.75	D	Â
Options (Right to Buy)	Â ⁽¹⁾	02/16/2014	Common Stock	7,500	$ 26.63	D	Â
Options (Right to Buy)	Â ⁽¹⁾	05/20/2014	Common Stock	2,000	$ 25.31	D	Â
Options (Right to Buy)	Â ⁽¹⁾	02/16/2015	Common Stock	23,460	$ 32.6	D	Â
Options (Right to Buy)	Â ⁽¹⁾	02/14/2016	Common Stock	19,580	$ 36.37	D	Â
Options (Right to Buy)	Â ⁽¹⁾	02/14/2017	Common Stock	19,987	$ 45.02	D	Â
Options (Right to Buy)	Â ⁽¹⁾	02/13/2018	Common Stock	24,100	$ 56.64	D	Â
Options (Right to Buy)	Â ⁽¹⁾	02/11/2019	Common Stock	25,749	$ 57.08	D	Â
Restricted Stock Units	02/14/2010	02/14/2010	Common Stock	14,439	$ ⁽²⁾	D	Â
Restricted Stock Units	02/13/2011	02/13/2011	Common Stock	3,443	$ ⁽²⁾	D	Â
Restricted Stock Units	02/11/2012	02/11/2012	Common Stock	3,680	$ ⁽²⁾	D	Â
Phantom Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	4,559.98	$ ⁽⁴⁾	I	Non-Qualified Benefit Plan

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Fields Janice L MCDONALD'S CORPORATION 2915 JORIE BOULEVARD OAK BROOK,Â ILÂ 60523	Â	Â	Â President, McDonald's USA	Â

Signatures

/s/ Christopher Weber, Attorney-in-fact		01/21/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 under the RSUs will be in the form of shares or, at the discretion of the Compensation Committee of the Board of Directors, 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)	Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.
(4)	Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.

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