Ownership Submission
Washington, D.C. 20549


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
OMB Number: 3235-0104
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Krulewitch Jerome N
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
4. 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
5. 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
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,682.43
Profit Sharing Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options (Right to Buy)   (1) 02/09/2021 Common Stock 11,755 $ 75.93 D  
Options (Right to Buy)   (1) 02/08/2022 Common Stock 18,384 $ 100.05 D  
Options (Right to Buy)   (1) 02/13/2023 Common Stock 9,309 $ 94 D  
Options (Right to Buy)   (1) 02/12/2024 Common Stock 10,012 $ 94.89 D  
Options (Right to Buy)   (1) 03/16/2025 Common Stock 10,594 $ 97.15 D  
Options (Right to Buy)   (1) 02/11/2026 Common Stock 14,278 $ 116.73 D  
Restricted Stock Units 03/16/2018 03/16/2018 Common Stock 3,347 $ (2) D  
Restricted Stock Units 02/11/2019(3) 02/11/2019 Common Stock 2,142 (3) $ (2) D  
Phantom Stock   (4)   (4) Common Stock 8,069.97 $ (5) I Non-Qualified Benefit Plan

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Krulewitch Jerome N
      EVP, Gen Counsel and Secretary  


/s/ Jeffrey J. Pochowicz, Attorney-in-fact 03/07/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.
(2) Each 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.
(3) Subject 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 50% to 150% of the target number of RSUs granted.
(4) Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's Corporation.
(5) Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.
Exhibit 24: Power of Attorney

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