Mastercard Inc — Director's Dealing 2012

Apr 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2011-02-09

Reporting Person: HUNDMEJEAN MARTINA (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-09	Class A Common Stock	L	4.3760	$247.7500	Acquired	7572.3760	Direct
2011-05-09	Class A Common Stock	L	5.4040	$279.9900	Acquired	10566.7800	Direct
2011-08-09	Class A Common Stock	L	4.8390	$312.8200	Acquired	10571.6190	Direct
2011-11-09	Class A Common Stock	L	4.1830	$362.0500	Acquired	16229.8020	Direct
2012-02-09	Class A Common Stock	L	3.8460	$393.9300	Acquired	16233.6480	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	200.0000	Indirect

Footnotes

F1: Shares of Class A common stock acquired (but not previously reported on a Form 4) pursuant to a dividend reinvestment on shares held through a broker account.

F2: Following the transactions by the reporting person reported on a Form 4 filed on March 2, 2012 (in connetion with settlement of performance stock units), and including the aggregate of 22.6480 shares reported herein (which were, as described in footnote (1), acquired on multiple dates during 2011 and 2012 in connection with quarterly dividends), the reporting person holds directly 18,494.6480 shares of Class A common stock, as opposed to the 18,472 shares previously reported. All Form 4s filed subsequent to the transactions reported herein are deemed to inclujde the respective transactions reported herein, as applicable.