SEC Form 4 · accession 0001140361-18-009428
MCDONALDS CORP · MCD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas M Goare
Officer — Pres., Int. Lead Markets & CRO
Period of report
Feb 19, 2018
Accepted (ET)
Feb 21, 2018 · 5:17 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 StockF1 | holding | — | — | — | 5,235 | D | ||
| Common StockF1 | holding | — | — | — | 20,342 | 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)F2 | $157.79 | Feb 19, 2018 | A | 42,017 | A | — | Feb 19, 2028 | Common Stock | 42,017 | 42,017 | D |
| Restricted Stock UnitsF4,F3 | — | Feb 19, 2018 | A | 6,312 | A | Feb 19, 2021 | Feb 19, 2021 | Common Stock | 6,312 | 6,312 | D |
| Phantom StockF1,F5,F6 | — | holding | — | — | — | — | — | Common Stock | 5,947 | 5,947 | I |
Explanation of responses
- F1Includes shares acquired through dividend reinvestment.
- F2Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.
- F3Each 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.
- F4Represents the target number of RSUs granted, subject to performance-based vesting conditions linked to diluted earnings per share ("EPS") growth and return on incremental invested capital ("ROIIC") for the period of January 1, 2018 through December 31, 2020 (the "Performance Period"). If McDonald's Corporation satisfies both the EPS 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.
- 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.