Mastercard Inc — Director's Dealing 2011

Aug 19, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2011-08-17

Reporting Person: Macnee Walter (President, Intl. Markets)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-17	Class A Common Stock	M	4904	$39.00	Acquired	9368	Direct
2011-08-17	Class A Common Stock	M	5356	$106.29	Acquired	14724	Direct
2011-08-17	Class A Common Stock	M	4776	$190.00	Acquired	19500	Direct
2011-08-17	Class A Common Stock	S	12513	$331.4329	Disposed	6987	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-17	Employee Stock Option (right to buy)	$39.00	M	4904	Disposed	2016-05-25	Class A Common Stock (4904)	Direct
2011-08-17	Employee Stock Option (right to buy)	$106.29	M	5356	Disposed	2017-03-01	Class A Common Stock (5356)	Direct
2011-08-17	Employee Stock Option (right to buy)	$190.00	M	4776	Disposed	2018-03-01	Class A Common Stock (4776)	Direct

Footnotes

F1: The reporting person was awarded 19,616 employee stock options on March 25, 2006.

F2: The reporting person was awarded 10,712 employee stock options on March 1, 2007.

F3: The reporting person was awarded 6,368 employee stock options on March 1, 2008. The remaining 1,592 employee stock options will vest on March 1, 2012.

F4: Represents the weighted average sales price for price increments ranging from $331.01 to $331.9989