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Mastercard Inc Director's Dealing 2012

Mar 16, 2012

29747_dirs_2012-03-16_983ee36e-6d3c-401d-bf86-a1af6df34f86.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: 2012-03-15

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-03-15 Class A Common Stock M 1896.0000 $240.3600 Acquired 17284.0000 Direct
2012-03-15 Class A Common Stock M 1809.0000 $158.0300 Acquired 19093.0000 Direct
2012-03-15 Class A Common Stock M 1622.0000 $232.7400 Acquired 20715.0000 Direct
2012-03-15 Class A Common Stock M 1592.0000 $190.0000 Acquired 22307.0000 Direct
2012-03-15 Class A Common Stock S 9364.0000 $419.4400 Disposed 12943.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-03-15 Employee Stock Option (right to buy) $190.0000 M 1592.0000 Disposed 2018-03-01 Class A Common Stock (1592.0000) Direct
2012-03-15 Employee Stock Option (right to buy) $158.0300 M 1809.0000 Disposed 2019-03-01 Class A Common Stock (1809.0000) Direct
2012-03-15 Employee Stock Option (right to buy) $232.7400 M 1622.0000 Disposed 2020-03-01 Class A Common Stock (1622.0000) Direct
2012-03-15 Employee Stock Option (right to buy) $240.3600 M 1896.0000 Disposed 2021-03-01 Class A Common Stock (1896.0000) Direct

Footnotes

F1: Represents the weighted average sales price for price increments ranging from $419.1010 to $419.6860.

F2: The Reporting Person was awarded 6,368 employee stock options on March 1, 2008.

F3: The Reporting Person was awarded 7,236 employee stock options on March 1, 2009. The remaining 1,809 employee stock options will vest on March 1, 2013.

F4: The Reporting Person was awarded 6,488 employee stock options on March 1, 2010. The remaining 3,244 employee stock options will vest in two equal annual installments beginning on March 1, 2013.

F5: The Reporting Person was awarded 7,584 employee stock options on March 1, 2011. The remaining 5,688 employee stock options will vest in three equal annual installments beginning on March 13, 2013.