Mastercard Inc — Director's Dealing 2011

Apr 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2011-04-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-25	Class A Common Stock	M	2678	$106.29	Acquired	14646	Direct
2011-04-25	Class A Common Stock	M	1719	$158.03	Acquired	16365	Direct
2011-04-25	Class A Common Stock	S	2797	$272.4475	Disposed	13568	Direct
2011-04-25	Class A Common Stock	S	1600	$273.0588	Disposed	11968	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-25	Employee Stock Option (right to buy)	$106.29	M	2678	Disposed	2017-03-01	Class A Common Stock (2678)	Direct
2011-04-25	Employee Stock Option (right to buy)	$158.03	M	1719	Disposed	2019-03-01	Class A Common Stock (1719)	Direct

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 and previously referrenced in a MasterCard Incorporated Form 8-K filed on March 2, 2011. The pre-planned trading plan was adopted by the reporting person on February 24, 2011.

F2: Represents the weighted average sales price for price increments ranging from $272.175 to $272.955.

F3: Represents the weighted average sales price for price increments ranging from $273.00 to $273.095.

F4: The reporting person was awarded 10,712 employee stock options on March 1, 2007. The remaining 2,678 employee stock options vested on March 1, 2011.

F5: 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 March 1, 2012.