Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Krulewitch Jerome N
   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
__X__ Officer (give title below) _____ Other (specify below)
EVP, Gen Counsel and Secretary
(Last)
(First)
(Middle)
MCDONALD'S CORPORATION, 110 NORTH CARPENTER STREET		 3. Date of Earliest Transaction (Month/Day/Year)
02/13/2019
(Street)

CHICAGO, IL 60607		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/13/2019   M   3,213 (1) A $ 0 (2) 3,213 D  
Common Stock 02/13/2019   F   956 D $ 174.15 2,257 D  
Common Stock               2,784.27 (3) I Profit Sharing Plan

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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 (2) 02/13/2019   M     3,213 (1) 02/13/2019 02/13/2019 Common Stock 3,213 (1) $ 0 0 D  
Options (Right to Buy) $ 174.15 02/13/2019   A   33,204     (4) 02/13/2029 Common Stock 33,204 $ 0 33,204 D  
Restricted Stock Units (2) 02/13/2019   A   4,743 (5)   02/13/2022(5) 02/13/2022 Common Stock 4,743 $ 0 4,743 D  
Phantom Stock (6)               (7)   (7) Common Stock 8,304.39 (3)   8,304.39 (3) I Non-Qualified Benefit Plan

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Krulewitch Jerome N
MCDONALD'S CORPORATION
110 NORTH CARPENTER STREET
CHICAGO, IL 60607		       EVP, Gen Counsel and Secretary  

Signatures

 /s/ Christopher Weber, Attorney-in-fact   02/15/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) As a result of the Company's performance against the pre-approved financial targets, the reporting person vested in 150% of the original grant of 2,142 performance-based restricted stock units ("RSUs").
(2) Each RSU represents a right to acquire one share of McDonald's Corporation common stock.
(3) Includes shares acquired through dividend reinvestment.
(4) Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.
(5) Represents 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.
(6) Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.
(7) Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.

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