Sec Form 4 Filing - HERNANDEZ ENRIQUE JR @ MCDONALDS CORP - 2024-05-22

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
HERNANDEZ ENRIQUE JR
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
_____ Officer (give title below) X __ Other (specify below)
Former Non-Exec Chairman
(Last) (First) (Middle)
MCDONALD'S CORPORATION, 110 NORTH CARPENTER STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/22/2024
(Street)
CHICAGO, IL60607
4. If Amendment, Date Original Filed (MM/DD/YY)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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)
Code V Amount (A) or (D) Price
Common Stock 05/22/2024 M 9,939 A $ 0 ( 1 ) 9,939 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Restricted Stock Units ( 1 ) 05/22/2024 M 9,939 ( 2 ) ( 2 ) Common Stock 9,939 $ 0 876 ( 3 ) D
Phantom Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 92,625.89 ( 5 ) 92,625.89 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HERNANDEZ ENRIQUE JR
MCDONALD'S CORPORATION
110 NORTH CARPENTER STREET
CHICAGO, IL60607
Former Non-Exec Chairman
Signatures
Christopher Weber, Attorney-in-fact 05/24/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit ("RSU") represents a right to acquire one share of McDonald's Corporation (the "Company") common stock.
( 2 )Per the terms of the award, the reporting person vested in these RSUs upon his retirement from the role of Non-Executive Chairman of the Board and a Director, effective May 22, 2024.
( 3 )Per the terms of the award, the reporting person will vest in these RSUs on the first anniversary of the grant date.
( 4 )Each share of phantom stock is the economic equivalent of one share of the Company's common stock and shall be settled in cash, pursuant to the Directors' Deferred Compensation Plan.
( 5 )Includes shares acquired through dividend reinvestment.

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).

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