Mastercard Inc — Director's Dealing 2013

Mar 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2013-02-28

Reporting Person: McWilton Chris (President, North America)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-28	Class A Common Stock	A	1617.0000	$0.0000	Acquired	5669.0000	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	8920.0000	Acquired	2023-03-01	Class A Common Stock (8920.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3692.0000	Indirect

Footnotes

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

F2: On November 29, 2012, the reporting person transferred to a Grantor Retained Annuity Trust (GRAT) of which the reporting person is a trustee 1,621 shares of Class A common stock. Prior to this transfer of shares the reporting person directly held 5,673 shares of Class A common stock.

F3: Prior to the transfer from the reporting person to the GRAT of 1,621 shares of Class A common stock on November 29, 2012, the GRAT held 2,071 shares of Class A common stock.

F4: The employee stock options vest in four equal annual installments beginning March 1, 2014.