Mastercard Inc — Director's Dealing 2014

Aug 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2014-08-07

Reporting Person: McWilton Chris (President, North America)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-07	Class A Common Stock	M	9314.0000	$23.2740	Acquired	35364.0000	Direct
2014-08-07	Class A Common Stock	S	9314.0000	$75.5000	Disposed	26050.0000	Direct
2014-08-11	Class A Common Stock	M	6906.0000	$23.2740	Acquired	32956.0000	Direct
2014-08-11	Class A Common Stock	S	6906.0000	$75.5600	Disposed	26050.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-07	Employee Stock Option (right to buy)	$23.2740	M	9314.0000	Disposed	2020-03-01	Class A Common Stock (9314.0000)	Direct
2014-08-11	Employee Stock Option (right to buy)	$23.2740	M	6906.0000	Disposed	2020-03-01	Class A Common Stock (6906.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	15000.0000	Indirect

Footnotes

F1: On June 9, 2014, the reporting person transferred 15,000 shares of Class A Common Stock to a Grantor Retained Annuity Trust (GRAT) of which the reporting person is a trustee. Prior to the transfer into the GRAT, the reporting person held 41,050 shares of Class A Common Stock.

F2: Prior to the transfer to the GRAT of 15,000 shares of Class A Common Stock on June 9, 2014, no shares of Class A Common Stock were held in a GRAT by the reporting person.

F3: The reporting person was awarded 64,880 employee stock options on March 1, 2010, which vested in four equal annual installments.