Mastercard Inc — Director's Dealing 2015

Mar 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2015-03-01

Reporting Person: BANGA AJAY (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-01	Class A Common Stock	A	49930.0000	$0.0000	Acquired	211597.0000	Direct
2015-03-02	Class A Common Stock	G	5700.0000	$0.0000	Disposed	205897.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-01	Employee Stock Option (right to buy)	$90.1300	A	303644.0000	Acquired	2025-03-01	Class A Common Stock (303644.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	65610.0000	Indirect

Footnotes

F1: Settlement of performance stock units in shares of Class A common stock.

F2: On August 7, 2014, the reporting person transferred 65,610 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 of shares to the GRAT, the reporting person held 227,277 shares of Class A common stock.

F3: Prior to the transfer to the GRAT of 65,610 shares of Class A common stock on August 7, 2014, no shares of Class A common stock were held in a GRAT by the reporting person.

F4: The employee stock options vest in four (4) equal annual installments beginning March 1, 2016.