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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-29	Class A Common Stock	A	2690.0000	$0.0000	Acquired	10958.0000	Direct
2012-03-01	Class A Common Stock	M	1990.0000	$158.0300	Acquired	12948.0000	Direct
2012-03-01	Class A Common Stock	S	288.0000	$418.0800	Disposed	12660.0000	Direct
2012-03-01	Class A Common Stock	S	1990.0000	$421.1105	Disposed	10670.0000	Direct
2012-03-01	Class A Common Stock	S	2402.0000	$417.6758	Disposed	8268.0000	Direct
2012-03-02	Class A Common Stock	G	50.0000	$0.0000	Disposed	8218.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Employee Stock Option (right to buy)	$158.0300	M	1990.0000	Disposed	2019-03-01	Class A Common Stock (1990.0000)	Direct
2012-03-01	Employee Stock Option (right to buy)	$420.4300	A	5724.0000	Acquired	2022-03-01	Class A Common Stock (5724.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1192.0000	Indirect

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 $421.110 to $421.111.

F3: Represents the weighted average sales price for price increments ranging from $417.54 to $417.90.

F4: The Reporting Person was awarded 7,960 employee stock options on March 1, 2009. The remaining 1,990 employee stock options will vest on March 1, 2013.

F5: The employee stock options vest in four equal installments beginning March 1, 2013.