Mastercard Inc — Director's Dealing 2014

Sep 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2014-08-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-28	Class A Common Stock	M	28000.0000	$23.2740	Acquired	81780.0000	Direct
2014-08-28	Class A Common Stock	S	32290.0000	$76.2176	Disposed	49490.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-28	Employee Stock Option (right to buy)	$23.2740	M	28000.0000	Disposed	2020-03-01	Class A Common Stock (28000.0000)	Direct

Footnotes

F1: Represents the weighted average sales price for price increments ranging from $76.19 to $76.25.

F2: The Reporting Person was awarded 64,880 employee stock options on March 1, 2010, of which 4,400 remain. These employee stock options previously vested in four equal annual installments.