Mastercard Inc — Director's Dealing 2013

Apr 2, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2013-04-01

Reporting Person: Garrow Ronald E (Chief Human Resources Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1911.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$420.3300	2022-03-01	Class A Common Stock (844.0000)		Direct
Employee Stock Option (right to buy)	$518.3000	2023-03-01	Class A Common Stock (1420.0000)		Direct

Footnotes

F1: Includes the following awards of restricted stock units still to vest: (1) 729 restricted stock units awarded on March 1, 2011 and which will vest on February 28, 2014, (2) 298 restricted stock units awarded on March 1, 2012 and which will vest on February 28, 2015 and (3) 338 restricted stock units awarded on March 1, 2013 and which will vest on February 28, 2016. Each restricted stock unit will vest only if the reporting person remains employed by MasterCard Incorporated on the applicable vesting date.

F2: The reporting person was awarded employee stock options on March 1, 2012. Of these employee stock options, 211 employee stock options vested on March 1, 2013, and the remaining 633 employee stock options will vest in 3 equal annual installments beginning on March 1, 2014.

F3: The reporting person was awarded employee stock options on March 1, 2013. The employee stock options will vest in 4 equal annual installments beginning on March 1, 2014.