Mastercard Inc — Director's Dealing 2013

May 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2013-05-16

Reporting Person: Reeg Robert (Pres, MasterCard Technologies)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-16	Class A Common Stock	M	1447.0000	$158.0300	Acquired	6937.0000	Direct
2013-05-16	Class A Common Stock	M	1404.0000	$240.3600	Acquired	8341.0000	Direct
2013-05-16	Class A Common Stock	M	1327.0000	$232.7400	Acquired	9668.0000	Direct
2013-05-16	Class A Common Stock	S	5678.0000	$572.3454	Disposed	3990.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-16	Employee Stock Option (right to buy)	$158.0300	M	1447.0000	Disposed	2019-03-01	Class A Common Stock (1447.0000)	Direct
2013-05-16	Employee Stock Option (right to buy)	$232.7400	M	1327.0000	Disposed	2020-03-01	Class A Common Stock (1327.0000)	Direct
2013-05-16	Employee Stock Option (right to buy)	$240.3600	M	1404.0000	Disposed	2021-03-01	Class A Common Stock (1404.0000)	Direct

Footnotes

F1: Represents the weighted average sales price for price increments ranging from $572.1801 to $572.535.

F2: The Reporting Person was awarded 5,788 employee stock options on March 1, 2009.

F3: The Reporting Person was awarded 5,308 employee stock options on March 1, 2010. The remaining 1,327 employee stock options will vest on March 1, 2014.

F4: The Reporting Person was awarded 5,616 employee stock options on March 1, 2011. The remaining 2,808 employee stock options will vest in two equal annual installments beginning on March 1, 2014.