Statement of Changes in Beneficial Ownership (4)

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

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Erlinger Joseph M.	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) President, McDonald's USA
(Last)          (First)          (Middle) MCDONALD'S CORPORATION, 110 NORTH CARPENTER STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 2/18/2020
(Street) CHICAGO, IL 60607 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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								5020	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
Options (Right to Buy)	$216.15	2/18/2020		A		38266		(1)	2/18/2030	Common Stock	38266	$0	38266	D
Restricted Stock Units	(2)	2/18/2020		A		4871 (3)		2/18/2023 (3)	2/18/2023	Common Stock	4871	$0	4871	D
Restricted Stock Units	(2)	2/18/2020		A		2172 (4)		3/8/2020	3/8/2020	Common Stock	2172 (4)	$0	5686	D

Explanation of Responses:
(1)	Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant.
(2)	Each performance-based restricted stock unit ("RSU") represents a right to acquire one share of McDonald's Corporation common stock.
(3)	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, 2020 through December 31, 2022 (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.
(4)	As a result of McDonald's Corporation's performance against the pre-approved financial targets as certified on February 18, 2020 for the period of January 1, 2017 through December 31, 2019, the reporting person will vest in 161.8% of the original target amount of 3,514 performance-based RSUs, subject to completion of the service period through March 8, 2020. Accordingly, the reported transaction reflects the acquisition of an additional 2,172 RSUs earned above the target grant.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Erlinger Joseph M. MCDONALD'S CORPORATION 110 NORTH CARPENTER STREET CHICAGO, IL 60607			President, McDonald's USA

Signatures
/s/ Jennifer Card, Attorney-in-fact		2/20/2020
**Signature of Reporting Person		Date