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Mastercard Inc Director's Dealing 2014

May 8, 2014

29747_dirs_2014-05-08_6353999b-1b34-427d-aa54-e852264ac04a.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2014-05-06

Reporting Person: BANGA AJAY (Chief Executive Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-05-06 Class A Common Stock M 64870.0000 $23.2740 Acquired 399133.0000 Direct
2014-05-06 Class A Common Stock S 40000.0000 $74.1186 Disposed 359133.0000 Direct
2014-05-06 Class A Common Stock S 64870.0000 $74.1186 Disposed 294263.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-05-06 Employee Stock Option (right to buy) $23.2740 M 64870.0000 Disposed 2020-03-01 Class A Common Stock (64870.0000) Direct

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 referrenced in a MasterCard Incorporated Form 8-K filed on February 20, 2014. The pre-planned trading plan was adopted by the reporting person on February 14, 2014.

F2: Represents the weighted average sales price for price increments ranging from $73.77 to $74.46.

F3: The Reporting Person was awarded 259,480 employee stock options on March 1, 2010.