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: HUNDMEJEAN MARTINA (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-29	Class A Common Stock	A	2261.0000	$0.0000	Acquired	18472.0000	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	6064.0000	Acquired	2022-03-01	Class A Common Stock (6064.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	200.0000	Indirect

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.