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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1. Name and Address of Reporting Person * GOARE DOUGLAS 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, Int. Lead Markets (Last) (First) (Middle) MCDONALD'S, BOULEVARD DU THEATRE, 3 3. Date of Earliest Transaction (Month/Day/Year) 02/11/2016 (Street) GENEVA, SWITZERLAND, V8 CH 1204 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 02/13/2016   M   1,135 A $ 0 4,380 D   Common Stock 02/13/2016   F   519 D $ 117.93 3,861 D   Common Stock               19,396.87 I Profit Sharing Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Options (Right to Buy)

$ 116.73

02/11/2016

A

57,111

(1)

02/11/2026

Common Stock

57,111

$ 0

57,111

D

Restricted Stock Units

(2)

02/11/2016

A

8,567 (3)

02/11/2019(3)

02/11/2019

Common Stock

8,567

$ 0

8,567

D

Restricted Stock Units

(4)

02/13/2016

M

6,915

02/13/2016

02/13/2016

Common Stock

6,915

$ 0

0

D

Restricted Stock Units

(5)

02/13/2016

M

4,681

02/13/2016

02/13/2016

Common Stock

4,681

$ 0

0

D

Phantom Stock

(6)

(7)

(7)

Common Stock

5,690.72

5,690.72

I

Non-Qualified Benefit Plan

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GOARE DOUGLAS M MCDONALD'S BOULEVARD DU THEATRE, 3 GENEVA, SWITZERLAND, V8 CH 1204			President, Int. Lead Markets

Signatures

/s/ Jeffrey J. Pochowicz, Attorney-in-fact		02/16/2016
**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)	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 0% to 200% of the target number of RSUs granted.
(4)	Each RSU represents a right to acquire one share of McDonald's Corporation common stock. As a result of the Company's performance against the performance-based vesting condition, the reporting person vested in 16.41% of the original grant of 6,915 RSUs, and the remaining 5,780 RSUs were forfeited.
(5)	Each RSU represents a right to acquire one share of McDonald's Corporation common stock. As a result of the Company's performance against the performance-based vesting condition, the reporting person vested in 0.00% of the original grant of 4,681 RSUs; therefore, all 4,681 RSUs were forfeited.
(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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