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Mastercard Inc Director's Dealing 2013

Mar 4, 2013

29747_dirs_2013-03-04_da60c7d3-02ef-444d-98db-43610a9078f7.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: 2013-02-28

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-02-28 Class A Common Stock A 1629.0000 $0.0000 Acquired 7948.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-03-01 Employee Stock Option (right to buy) $518.3000 A 9324.0000 Acquired 2023-03-01 Class A Common Stock (9324.0000) Direct

Footnotes

F1: Settlement of performance stock units in shares of Class A Common Stock.

F2: The total number of securities beneficially owned by the Reporting Person following this reported transaction has been decreased by a total of 4,829 shares. This is intended to correct an administrative error in Column 2 of Table I (Non-Derivative Securities Beneficially Owned) in the Reporting Person's Form 3, filed on November 15, 2007. This correction will be included in an amendment to the Reporting Person's Form 3, which will be filed subsequently.

F3: The employee stock options vest in four equal annual installments beginning March 1, 2014.