Mastercard Inc — Director's Dealing 2014

Mar 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2014-03-01

Reporting Person: FORSTER ANDREA L (Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-01	Class A Common Stock	A	2617.0000	$0.0000	Acquired	18307.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-01	Employee Stock Option (right to buy)	$77.7200	A	13996.0000	Acquired	2024-03-01	Class A Common Stock (13996.0000)	Direct

Footnotes

F1: Award of restricted stock units which will vest on February 28, 2017 if reporting person remains employed by MasterCard on such date.

F2: This amount reflects the ten-for-one stock split of the Company's common stock, which was effected in the form of a stock dividend distributed on January 21, 2014.

F3: The employee stock options vest in four equal annual installments beginning March 1, 2015.