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: 2015-02-28

Reporting Person: FORSTER ANDREA L (Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-28	Class A Common Stock	F	1760.0000	$90.8250	Disposed	12448.0000	Direct
2015-03-01	Class A Common Stock	A	2266.0000	$0.0000	Acquired	14714.0000	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	11568.0000	Acquired	2025-03-01	Class A Common Stock (11568.0000)	Direct

Footnotes

F1: Represents withholding of shares to pay tax liability incident to the vesting of restricted stock units pursuant to the terms of a shareholder-approved stock plan.

F2: Award of restricted stock units which will vest on February 28, 2018 if reporting person remains employed by MasterCard on that date.

F3: The employee stock options vest in four (4) equal annual installments beginning March 1, 2016.