Mastercard Inc — Director's Dealing 2011

Jun 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2011-05-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-27	Class A Common Stock	M	3151	$106.29	Acquired	9338	Direct
2011-05-27	Class A Common Stock	S	3151	$285.00	Disposed	6187	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-27	Employee Stock Option (right to buy)	$106.29	M	3151	Acquired	2017-03-01	Class A Common Stock (3151)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	4500	Indirect

Footnotes

F1: On May 13, 2011, a Grantor Retained Annuity Trust (GRAT) of which the reporting person is a trustee transferred 2,000 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 4,187 shares of Class A Common Stock.

F2: Prior to the transfer of 2,000 shares of Class A Common Stock to the reporting person from the GRAT, on May 13, 2011, the GRAT held 6,500 shares of Class A Common Stock.

F3: The Reporting Person was awarded 12,604 employee stock options on March 1, 2007.