Mastercard Inc — Director's Dealing 2014

Aug 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2014-08-05

Reporting Person: HUNDMEJEAN MARTINA (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-05	Class A Common Stock	M	72360.0000	$15.8030	Acquired	253865.4800	Direct
2014-08-05	Class A Common Stock	S	103419.0000	$75.3539	Disposed	150446.4800	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-05	Employee Stock Option (right to buy)	$15.8030	M	72360.0000	Disposed	2019-03-01	Class A Common Stock (72360.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2000.0000	Indirect

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 and previously referenced in a MasterCard Incorporated Form 8-K filed on May 23, 2014. The pre-planned trading plan was adopted by the reporting person on May 19, 2014. Although inadvertently described differently in the Form 8-K, sales pursuant to the plan were eligible to begin as early as August 5, 2014 and end no later than December 31, 2014.

F2: Represents the weighted average sales price for price increments ranging from $75.04 to $75.63.

F3: The Reporting Person was awarded 72,360 employee stock options on March 1, 2009, which vested in four equal annual installments.