Mastercard Inc — Director's Dealing 2011

Sep 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2011-08-31

Reporting Person: Hanft Noah J (General Counsel & Corp. Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-31	Class A Common Stock	M	3024	$190.00	Acquired	12764	Direct
2011-08-31	Class A Common Stock	M	1719	$158.03	Acquired	14483	Direct
2011-08-31	Class A Common Stock	M	1474	$232.74	Acquired	15957	Direct
2011-08-31	Class A Common Stock	S	7957	$335.00	Disposed	8000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-31	Employee Stock Option (right to buy)	$190.00	M	3024	Disposed	2018-03-01	Class A Common Stock (3024)	Direct
2011-08-31	Employee Stock Option (right to buy)	$158.03	M	1719	Disposed	2019-03-01	Class A Common Stock (1719)	Direct
2011-08-31	Employee Stock Option (right to buy)	$232.74	M	1474	Disposed	2020-03-01	Class A Common Stock (1474)	Direct

Footnotes

F1: The reporting person was awarded 6,048 employee stock options on March 1, 2008. The remaining 1,512 employee stock options will vest on March 1, 2012.

F2: The reporting person was awarded 6,876 employee stock options on March 1, 2009. The remaining 3,438 employee stock options will vest in two equal annual installments beginning on March 1, 2012.

F3: The reporting person was awarded 5,896 employee stock options on March 1, 2010. The remaining 4,422 employee stock options will vest in three equal annual installments beginning on March 1, 2012.