Mastercard Inc — Director's Dealing 2012

Mar 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2012-02-29

Reporting Person: Flood Gary J (President, Gl Prod & Solutions)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-29	Class A Common Stock	M	4776.0000	$190.0000	Acquired	17719.0000	Direct
2012-02-29	Class A Common Stock	M	3618.0000	$158.0300	Acquired	21337.0000	Direct
2012-02-29	Class A Common Stock	M	2678.0000	$106.2900	Acquired	24015.0000	Direct
2012-02-29	Class A Common Stock	A	2445.0000	$0.0000	Acquired	26460.0000	Direct
2012-02-29	Class A Common Stock	M	1622.0000	$232.7400	Acquired	28082.0000	Direct
2012-02-29	Class A Common Stock	S	315.0000	$423.0090	Disposed	27767.0000	Direct
2012-02-29	Class A Common Stock	S	1578.0000	$424.1276	Disposed	26189.0000	Direct
2012-02-29	Class A Common Stock	S	1622.0000	$424.0192	Disposed	24567.0000	Direct
2012-02-29	Class A Common Stock	S	2040.0000	$423.7507	Disposed	22527.0000	Direct
2012-02-29	Class A Common Stock	S	2678.0000	$423.9840	Disposed	19849.0000	Direct
2012-02-29	Class A Common Stock	S	4461.0000	$422.4985	Disposed	15388.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-29	Employee Stock Option (right to buy)	$106.2900	M	2678.0000	Disposed	2017-03-01	Class A Common Stock (2678.0000)	Direct
2012-02-29	Employee Stock Option (right to buy)	$190.0000	M	4776.0000	Disposed	2018-03-01	Class A Common Stock (4776.0000)	Direct
2012-02-29	Employee Stock Option (right to buy)	$158.0300	M	3618.0000	Disposed	2019-03-01	Class A Common Stock (3618.0000)	Direct
2012-02-29	Employee Stock Option (right to buy)	$232.7400	M	1622.0000	Disposed	2020-03-01	Class A Common Stock (1622.0000)	Direct
2012-03-01	Employee Stock Option (right to buy)	$420.4300	A	6064.0000	Acquired	2022-03-01	Class A Common Stock (6064.0000)	Direct

Footnotes

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

F2: Represents the weighted average sales price for price increments ranging from $424.053 to $424.154.

F3: Represents the weighted average sales price for price increments ranging from $424.06 to $424.0010.

F4: Represents the weighted average sales price for price increments ranging from $423.72 to $423.991.

F5: Represents the weighted average sales price for price increments ranging from $422.10 to $422.9180.

F6: The Reporting Person was awarded 10,712 employee stock options on March 1, 2007.

F7: The reporting person was awarded 6,368 employee stock options on March 1, 2008.

F8: The reporting person was awarded 7,236 employee stock options on March 1, 2009. The remaining 1,809 unvested employee stock options will vest on March 1, 2013.

F9: The reporting person was awarded 6,488 employee stock options on March 1, 2010. The remaining 3,244 unvested employee stock options will vest in two equal annual installments beginning on March 1, 2013.

F10: The employee stock options vest in four equal installments beginning March 1, 2013.