Mastercard Inc — Director's Dealing 2012

Dec 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2012-11-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-29	Class A Common Stock	S	1621.0000	$486.3848	Disposed	5718.0000	Direct
2012-11-29	Class A Common Stock	G	45.0000	$0.0000	Disposed	5673.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2071.0000	Indirect

Footnotes

F1: Represents the weighted average sales price for price increments ranging from $486.13 to $486.42.

F2: On March 15, 2012, the reporting person transferred to a Grantor Retained Annuity Trust (GRAT) of which the reporting person is a trustee 2,500 shares of Class A common stock. On November 29, 2012, the GRAT transferred to the reporting person 1,621 shares of Class A common stock. Prior to these transfers of shares the reporting person directly held 8,218 shares of Class A common stock.

F3: Prior to (1) the transfer from the reporting person to the GRAT of 2,500 shares of Class A common stock on March 15, 2012 and (2) the transfer from the GRAT to the reporting person of 1,621 shares of Class A common stock on November 29, 2012, the GRAT held 1,192 shares of Class A common stock.