Mastercard Inc — Director's Dealing 2016

Apr 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2016-04-04

Reporting Person: Murphy Timothy H (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-04	Class A Common Stock	M	7020	$24.036	Acquired	45215.063	Direct
2016-04-04	Class A Common Stock	M	10100	$42.043	Acquired	55315.063	Direct
2016-04-04	Class A Common Stock	S	18905	$94.964	Disposed	36410.063	Direct
2016-04-04	Class A Common Stock	S	1243	$95.641	Disposed	35167.063	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-04	Employee Stock Option (right to buy)	$24.036	M	7020	Acquired	2021-03-01	Class A Common Stock (7020.0)	Direct
2016-04-04	Employee Stock Option (right to buy)	$42.043	A	10100	Acquired	2022-03-01	Class A Common Stock (10100.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1000	Indirect
Class A Common Stock	1000	Indirect

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 referenced in a MasterCard Incorporated Form 8-K filed on February 9, 2016. The pre-planned trading plan was adopted by the reporting person on February 4, 2016.

F2: Represents the average sales price for price increments ranging from $94.5200 to $95.5000.

F3: Represents the average sales price for price increments ranging from $95.6000 to $95.7100.

F4: The reporting person was awarded 28,080 employee stock options on March 1, 2011, which vested in four equal installments beginning on March 1, 2012.

F5: The reporting person was awarded 20,200 employee stock options on March 1, 2012, which vested in four equal installments beginning on March 1, 2013.