SEC Form 4 · accession 0001567619-19-004719
MCDONALDS CORP · MCD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin M Ozan
Officer — EVP & CFO
Period of report
Feb 13, 2019
Accepted (ET)
Feb 15, 2019 · 7:31 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,F2 | Feb 13, 2019 | M | 18,559 | $0.00 | A | 29,723 | D | |
| Common Stock | Feb 13, 2019 | F | 7,367 | $174.15 | D | 22,356 | D | |
| Common StockF3 | holding | — | — | — | 3,618 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Feb 13, 2019 | M | 18,559 | D | Feb 13, 2019 | Feb 13, 2019 | Common Stock | 18,559 | 0 | D |
| Options (Right to Buy)F4 | $174.15 | Feb 13, 2019 | A | 63,477 | A | — | Feb 13, 2029 | Common Stock | 63,477 | 63,477 | D |
| Restricted Stock UnitsF5,F2 | — | Feb 13, 2019 | A | 9,067 | A | Feb 13, 2022 | Feb 13, 2022 | Common Stock | 9,067 | 9,067 | D |
| Phantom StockF3,F6,F7 | — | holding | — | — | — | — | — | Common Stock | 2,480 | 2,480 | I |
Explanation of responses
- F1As a result of the Company's performance against the pre-approved financial targets, the reporting person vested in 173.3% of the original grant of 10,709 performance-based restricted stock units ("RSUs").
- F2Each RSU represents a right to acquire one share of McDonald's Corporation common stock.
- F3Includes shares acquired through dividend reinvestment.
- F4Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.
- F5Represents 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, 2019 through December 31, 2021 (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.
- F6Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.
- F7Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.