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Mastercard Inc Director's Dealing 2011

May 13, 2011

29747_dirs_2011-05-13_60439c65-ce36-4198-b277-7632c3ec1c7c.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: 2011-05-11

Reporting Person: Reeg Robert (Pres., MasterCard Technologies)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-11 Class A Common Stock M 1058 $39.00 Acquired 14578 Direct
2011-05-11 Class A Common Stock M 1890 $106.29 Acquired 16468 Direct
2011-05-11 Class A Common Stock M 1431 $190.00 Acquired 17899 Direct
2011-05-11 Class A Common Stock M 2894 $158.03 Acquired 20793 Direct
2011-05-11 Class A Common Stock S 6753 $280.6863 Disposed 14040 Direct
2011-05-11 Class A Common Stock S 520 $281.4776 Disposed 13520 Direct
2011-05-11 Class A Common Stock S 2200 $281.06 Disposed 11320 Direct
2011-05-11 Class A Common Stock S 3200 $280.7311 Disposed 8120 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-05-11 Employee Stock Option (right to buy) $39 M 1058 Disposed 2016-05-25 Class A Common Stock (1058) Direct
2011-05-11 Employee Stock Option (right to buy) $106.29 M 1890 Disposed 2017-03-01 Class A Common Stock (1890) Direct
2011-05-11 Employee Stock Option (right to buy) $190.00 M 1431 Disposed 2018-03-01 Class A Common Stock (1431) Direct
2011-05-11 Employee Stock Option (right to buy) $158.03 M 2894 Disposed 2019-03-01 Class A Common Stock (2894) Direct

Footnotes

F1: The reporting person was awarded 4,232 options on May 25, 2006.

F2: The reporting person was awarded 3,780 options on March 1, 2007.

F3: The reporting person was awarded 1,908 options on March 1, 2008. The remaining 477 employee stock options from this award will vest on March 1, 2012.

F4: The reporting person was awarded 5,788 options on March 1, 2009. The remaining 2,894 employee stock options from this award will vest in two equal annual installments beginning on March 1, 2012

F5: Represents the weighted average price for price increments ranging from $280.3300 to $280.9970.

F6: Represents the weighted average price for price increments ranging from $281.0500 to $281.0700.

F7: Represents the weighted average price for price increments ranging from $280.600 to $280.9300.