Mastercard Inc — Director's Dealing 2011

Mar 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2011-02-28

Reporting Person: Flood Gary J (President, Global Products)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-28	Class A Common Stock	S	3000	$241.197	Disposed	11929	Direct
2011-02-28	Class A Common Stock	A	3214	—	Acquired	15143	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-01	Employee Stock Option (right to buy)	$240.36	A	7584	Acquired	2021-03-01	Class A Common Stock (7584)	Direct

Footnotes

F1: Settlement of performance stock units in shares of Class A Common Stock.

F2: The employee stock options vest in four equal annual installments beginning March 1, 2012.