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Mastercard Inc Director's Dealing 2011

Nov 9, 2011

29747_dirs_2011-11-09_e8183fc4-59b8-4419-82f4-ab9a955f8a62.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2011-11-07

Reporting Person: McWilton Chris (President, U.S. Markets)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-11-07 Class A Common Stock S 1000.0000 $365.0000 Disposed 8495.0000 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Class A Common Stock 1192.0000 Indirect

Footnotes

F1: A Grantor Retained Annuity Trust (GRAT) of which the reporting person is a trustee transferred to the reporting person: (i) 2,000 shares of Class A Common Stock on August 16, 2011 and (ii) 1,308 shares of Class A Common Stock on November 7, 2011. Prior to these transfers of shares to the reporting person from the GRAT, the reporting person held 6,187 shares of Class A Common Stock.

F2: Prior to the transfers to the reporting person from the GRAT of 2,000 shares of Class A Common Stock on August 16, 2011 and 1,308 shares of Class A Common Stock on November 7, 2011, the GRAT held 4,500 shares of Class A Common Stock.