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Mastercard Inc Director's Dealing 2012

Mar 2, 2012

29747_dirs_2012-03-02_baa9a300-64da-49d5-9a6f-e8893b5dfc6c.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: 2012-02-29

Reporting Person: Hanft Noah J (General Counsel & Secretary)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-29 Class A Common Stock A 2187.0000 $0.0000 Acquired 9187.0000 Direct
2012-03-02 Class A Common Stock M 1719.0000 $158.0300 Acquired 10906.0000 Direct
2012-03-02 Class A Common Stock M 1545.0000 $240.3600 Acquired 12451.0000 Direct
2012-03-02 Class A Common Stock M 1512.0000 $190.0000 Acquired 13963.0000 Direct
2012-03-02 Class A Common Stock M 1474.0000 $232.7400 Acquired 15437.0000 Direct
2012-03-02 Class A Common Stock S 1474.0000 $416.5000 Disposed 13963.0000 Direct
2012-03-02 Class A Common Stock S 1512.0000 $416.5000 Disposed 12451.0000 Direct
2012-03-02 Class A Common Stock S 1545.0000 $416.5000 Disposed 10906.0000 Direct
2012-03-02 Class A Common Stock S 1719.0000 $416.5000 Disposed 9187.0000 Direct
2012-03-02 Class A Common Stock S 2187.0000 $416.5000 Disposed 7000.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-03-01 Employee Stock Option (right to buy) $420.4300 A 3872.0000 Acquired 2022-03-01 Class A Common Stock (3872.0000) Direct
2012-03-02 Employee Stock Option (right to buy) $190.0000 M 1512.0000 Disposed 2018-03-01 Class A Common Stock (1512.0000) Direct
2012-03-02 Employee Stock Option (right to buy) $158.0300 M 1719.0000 Disposed 2019-03-01 Class A Common Stock (1719.0000) Direct
2012-03-02 Employee Stock Option (right to buy) $232.7400 M 1474.0000 Disposed 2020-03-01 Class A Common Stock (1474.0000) Direct
2012-03-02 Employee Stock Option (right to buy) $240.3600 M 1545.0000 Disposed 2021-03-01 Class A Common Stock (1545.0000) Direct

Footnotes

F1: Settlement of performance stock units in shares of Class A Common Stock.

F2: The employee stock options vest in four equal annual installments beginning March 1, 2013.

F3: The Reporting Person was awarded 6,048 employee stock options on March 1, 2008.

F4: The Reporting Person was awarded 6,876 employee stock options on March 1, 2009. The remaining 1,719 employee stock options will vest on March 1, 2013.

F5: The Reporting Person was awarded 5,896 employee stock options on March 1, 2010. The remaining 2,948 employee stock options will vest in two equal annual installments beginning on March 1, 2013.

F6: The Reporting Person was awarded 6,180 employee stock options on March 1, 2011. The remaining 4,635 employee stock options will vest in three equal annual installments beginning on March 1, 2013.