SEC Form 4 · accession 0001123292-17-000634

MCDONALDS CORP · MCD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — President, McDonald's USA

Period of report

Mar 8, 2017

Accepted (ET)

Mar 10, 2017 · 5:52 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000063908

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	holding	—	—		—	1,536	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Options (Right to Buy)^F1	$128.09	Mar 8, 2017	A	52,553	A	—	Mar 8, 2027	Common Stock	52,553	52,553	D
Restricted Stock Units^F3,F2	—	Mar 8, 2017	A	6,832	A	Mar 8, 2020	Mar 8, 2020	Common Stock	6,832	6,832	D

F1Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.
F2Each 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.
F3Subject to performance-based vesting conditions linked to net income growth and return on incremental invested capital ("ROIIC") for the period of January 1, 2017 through December 31, 2019 (the "Performance Period"). If McDonald's Corporation satisfies both the net income and ROIIC thresholds, then the number of RSUs that vest may be increased or decreased based upon the McDonald's Corporation total shareholder return relative to the S&P 500 Index over the Performance Period. The number of RSUs earned will range from 0% to 200% of the target number of RSUs granted.