SEC Form 4 · accession 0001140361-16-053067
MCDONALDS CORP · MCD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin M Ozan
Officer — Exec Vice Pres & CFO
Period of report
Feb 11, 2016
Accepted (ET)
Feb 16, 2016 · 2:40 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 | Feb 13, 2016 | M | 2,128 | $0.00 | A | 10,408 | D | |
| Common Stock | Feb 13, 2016 | F | 672 | $117.93 | D | 9,736 | D | |
| Common Stock | holding | — | — | — | 3,368 | I | Profit Sharing Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options (Right to Buy)F1 | $116.73 | Feb 11, 2016 | A | 71,388 | A | — | Feb 11, 2026 | Common Stock | 71,388 | 71,388 | D |
| Restricted Stock UnitsF3,F2 | — | Feb 11, 2016 | A | 10,709 | A | Feb 11, 2019 | Feb 11, 2019 | Common Stock | 10,709 | 10,709 | D |
| Restricted Stock UnitsF2 | — | Feb 13, 2016 | M | 2,128 | D | Feb 13, 2016 | Feb 13, 2016 | Common Stock | 2,128 | 0 | D |
| Restricted Stock UnitsF4 | — | Feb 13, 2016 | M | 1,197 | D | Feb 13, 2016 | Feb 13, 2016 | Common Stock | 1,197 | 0 | D |
| Phantom StockF5,F6 | — | holding | — | — | — | — | — | Common Stock | 2,340 | 2,340 | I |
Explanation of responses
- 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, 2016 through December 31, 2018 (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.
- F4Each RSU represents a right to acquire one share of McDonald's Corporation common stock. As a result of the Company's performance against the performance-based vesting condition, the reporting person vested in 0.00% of the original grant of 1,197 RSUs; therefore, all 1,197 RSUs were forfeited.
- F5Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.
- F6Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.