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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-23	Class A Common Stock	G	100	—	Disposed	2687	Direct
2011-02-28	Class A Common Stock	A	3496	—	Acquired	7683	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	7020	Acquired	2021-03-01	Class A Common Stock (7020)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	6500	Indirect

Footnotes

F1: On August 25, 2010, the reporting person transferred 8,000 shares of Class A Common Stock to a Grantor Retained Annuity Trust (GRAT) of which the reporting person is a trustee. Prior to the transfer of shares to the GRAT, the reporting person held 10,787 shares of Class A Common Stock.

F2: Settlement of performance stock units in shares of Class A Common Stock.

F3: On February 24, 2011, the GRAT of which the reporting person is a trustee, transferred 1,500 shares of Class A Common Stock to the reporting person. Prior to the transfer of the shares to the reporting person from the GRAT, the reporting person held 2,687 shares of Class A Common Stock.

F4: The employee stock options vest in four equal installments beginning on March 1, 2012.